/raid1/www/Hosts/bankrupt/TCR_Public/241024.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Thursday, October 24, 2024, Vol. 28, No. 297
Headlines
22ND CENTURY: Joseph Reda, SEG Opportunity Report Equity Stakes
22ND CENTURY: Modifies Securities Purchase Deal With JGB Partners
22ND CENTURY: Regains Compliance With Nasdaq's Minimum Equity Rule
3160 8TH LLC: Seeks Chapter 11 Bankruptcy Protection
51 SYCAMORE DRIVE: Seeks Bankruptcy Protection in New York
5280 AURARIA: Waterfall Recovery & Litigation Proceeds to Fund Plan
920 CENTURY: Property Sale Proceeds to Fund Plan Payments
9300 WILSHIRE: Updates Restructuring Plan Disclosures
ACESO PARENT: Moody's Withdraws 'B3' Corporate Family Rating
ALLIANCE MESA: Claims Will be Paid from Property Sale/Refinance
AMERICAN CANNABIS: Tad Mailander Resigns as Director
AMERICAN TIRE: Case Summary & 30 Largest Unsecured Creditors
AMUR EQUIPMENT 2021-1: Moody's Ups Rating on Class F Notes to Ba1
ARAGON PARENT: Moody's Affirms 'B2' CFR, Outlook Stable
ARENA GROUP: Falls Short of NYSE's Minimum Equity Rule
ARU PHARMA: Updates Unsecured Claims Pay Details
AUCTION.COM HOLDING: S&P Downgrades ICR to 'CCC+', Outlook Stable
B.A.S.S. & M. INC: Files for Chapter 11 Bankruptcy
BARRISTER AND MANN: Gets Interim OK to Use Cash Collateral
BASIC FUN: Court Confirms Reorganization Plan
BEYOND AIR: Avenue Venture, Affiliates Disclose Stakes as of Oct. 4
BHAVICHAND LLC: Starts Subchapter V Bankruptcy Process
BIOLASE INC: Gets Court Okay for Asset Auction in November
BYJU'S ALPHA: Seeks to Extend Plan Exclusivity to Jan. 28, 2025
CANDLE DELIRIUM: Court Denies Access to Cash Collateral
CEMTREX INC: Forsakringsaktiebolaget Avanza Holds 19.29% Stake
CLARITY LAB: Gets Final Approval for $200K Financing From CAG
COAT CHECK: Gets Final Approval to Use Cash Collateral
CONGOLEUM CORP: Professors Asks Court to Reopen Chapter 11 Case
CONNEXA SPORTS: Signs $30MM Exclusive License Deal for YYEM in Asia
COPPER RIDGE: Sec. 341(a) Meeting of Creditors on Nov. 21
CORNERSTONE GENERATION: S&P Rates Senior Secured Debt 'BB-'
CORRELATE ENERGY: Flaviu Forgaciu Named New CEO
DCERT BUYER: Moody's Rates New $195MM First Lien Term Loan 'B2'
DERMTECH INC: Seeks to Extend Plan Exclusivity to Jan. 14, 2025
DIAMOND SPORTS: Includes Miami Marlins on Post-Bankruptcy Plans
DIVERSIFIED HEALTHCARE: Galvanic Portfolios Holds 4.99% Stake
DW TRUST INVESTMENTS: Sec. 341(a) Meeting of Creditors on Nov. 18
DYNASTY ACQUISITION: Moody's Upgrades CFR to Ba3, Outlook Stable
DYNASTY ACQUISITION: S&P Upgrades ICR to 'BB-' on Strong Markets
FACEBANK INT'L: DBRS Confirms 'BB' LongTerm Issuer Rating
FARRAND STREET: Court OKs Broomfield Property Sale to Soyemi
FIG & FENNEL: To Auction Airport Concession, Bids Start at $3.1MM
FISKER INC: Gets Recall Repairs Help After Liquidation Plan Okayed
FIVE RIVERS: To Sell Madera Property to Brar Family Trust
FLUID MARKET: Seeks Bankruptcy Protection in Delaware
FLY LEASING: S&P Raises ICR to 'CCC+' on Paydown of Unsecured Notes
GOLD'S GYM: Recoups $$7.85-Mil. from Bankruptcy Estate
GREAT EASTERN: Seeks to Extend Plan Exclusivity to Nov. 16
HDC HOLDINGS: Dirt Cheap Taps Hilco to Oversee Stores Liquidation
HYPERSCALE DATA: Holds 9.7% Stake in Algorhythm as of Oct. 7
HYPERSCALE DATA: Sells Series C Preferred Stock, Warrants for $350K
IMERI ENTERPRISES: Gets OK to Use Cash Collateral for Franchise Fee
IMPERIAL PACIFIC: CNMI's Motion for Chapter 7 Conversion Denied
IMPERIAL PACIFIC: Court Wants Assets Sold as Package Deal
INNOVATIVE DESIGNS: Invalidates Prior Board Meeting, Names New CEO
J&A TRUCKING: Gets Final Approval to Use Cash Collateral
JEBB FOOD: Case Summary & Two Unsecured Creditors
JEFFERSON CAPITAL: Moody's Affirms 'Ba2' CFR, Outlook Stable
JPC LAND HOLDINGS: To Sell Paige Property to Jade Asset Group
K & M AMUSEMENT: Case Summary & 10 Unsecured Creditors
L.C.S. UNLIMITED: Files for Chapter 11 Bankruptcy
LAVIE CARE: Seeks to Extend Plan Exclusivity to December 30
LEARFIELD COMMUNICATIONS: S&P Rates Senior Secured Term Loan 'B'
LIGHT SA: Seeks Chapter 15 Recognition
MANITOWOC CO: Egan-Jones Retains BB- Senior Unsecured Ratings
MASTIN LABS INC: Case Summary & Three Unsecured Creditors
MASTIN LABS: Case Summary & Three Unsecured Creditors
MERCON COFFEE: Court Cuts Riveron's Fees by $20,000
MOJ REALTY: To Sell Valrico Property to Yazan Musa for $1.6-Mil.
MYRA PARK 635: Files Amendment to Disclosure Statement
NATIONAL AMUSEMENTS: S&P Withdraws 'CCC' Issuer Credit Rating
NCD HOLDINGS: To Sell Heath Property to Johnson Family Trust
OAKS SENIOR LIVING: Involuntary Chapter 11 Case Summary
OFFICE PROPERTIES: Issues $42.57-Mil. in Senior Secured Notes
ONCOCYTE CORP: Patrick W. Smith Reports 6% Stake via Trust
ONDAS HOLDINGS: OAS Forms Alliance With GenLab for Public Safety
ORBIT MARKETING: Court OKs Springfield Property Sale for $95,000
QUANTUM CORP: Falls Short of Nasdaq Listing Requirement
RANGE RESOURCES: Egan-Jones Retains BB Senior Unsecured Ratings
RED RIVER LLC: DOJ Says Newest Bankruptcy Bid Should be Tossed
REYNOSO VINEYARDS: Hits Chapter 11 Bankruptcy Protection
ROCKY MOUNTAIN: Bradley Radoff Holds 9.6% Stake as of Oct. 4
ROCKY MOUNTAIN: Claims Compliance With Nasdaq's Minimum Equity Rule
S&G HOSPITALITY: Seeks to Extend Plan Exclusivity to December 2
SHIFT TECHNOLOGIES: Concludes Chapter 11 Proceedings
SIGNAL RELIEF: Claims to be Paid From Disposable Income
SIX FLAGS: Egan-Jones Retains B Senior Unsecured Ratings
SOBR SAFE: Empery Asset Mgmt. Reports 1.62% Ownership Via Warrants
SOLUNA HOLDINGS: Registers 22.3-Mil. Shares for Possible Resale
STEWARD HEALTH: Court Okays $36M Lawyers' Fees in Ch. 11 Case
STONEX GROUP: Egan-Jones Retains B+ Senior Unsecured Ratings
STRATEGIC PORK: May Sell Kubota Equipment to Next Generation Pork
SUNSET LOGISTICS: Seeks Chapter 7 Bankruptcy Along with Affiliates
TECHNICAL ORDNANCE: $1.15MM Sale to Perry 134 Wins Court OK
TELLURIAN INC: Completes Merger With Woodside Energy Subsidiary
TERRAFORM LABS: Plan Exclusivity Period Extended to Nov. 1
TRUE VALUE: Lays Off Luzerne County Workers After Chapter 11 Filing
UNIFI INC: Egan-Jones Lowers Senior Unsecured Ratings to B
UROGEN PHARMA: Christopher Degnan Takes Over as New CFO
VENUS CONCEPT: Masters Capital Mgmt. Ceases To Be 5% Shareholder
VEROBLUE FARMS: Cassel Can Assert Attorney-Client Privilege
VERRICA PHARMA: Board Resignation Triggers Nasdaq Non-Compliance
VERTEX ENERGY: Successfully Starts Up Mobile Refinery Hydrocracker
WENDT COMMUNICATION: Gets Interim OK to Use Cash Collateral
WILLIAMS INDUSTRIAL: Court Okays Liquidating Plan Vote
WILLIAMSBURG BOUTIQUE: Brooklyn Property Sold to Bankwell Bank
ZELIS PAYMENTS: Moody's Cuts CFR to B2, Outlook Stable
ZION OIL: Extends Unit Option Program Until Dec. 31
[*] Stretto Acquires Chapter 11 Dockets
[^] Recent Small-Dollar & Individual Chapter 11 Filings
*********
22ND CENTURY: Joseph Reda, SEG Opportunity Report Equity Stakes
---------------------------------------------------------------
SEG Opportunity Fund, LLC and its manager, Joseph Reda, filed a
Schedule 13G/A Report with the U.S. Securities and Exchange
Commission disclosing that as of September 29, 2024, they
beneficially owned shares of 22nd Century Group, Inc.'s common
stock.
Mr. Reda beneficially owned 3,089,500 shares of common stock,
representing 9.8% of the shares outstanding based on 31,435,958
shares of Common Stock of the Company outstanding after the closing
of the Registered Direct Offering and Warrant Inducement Offering
of shares of Common Stock of the Company, as verified with the
Company on October 7, 2024. Meanwhile, SEG Opportunity Fund
beneficially owned 1,568,446 shares, representing 4.9% of the
shares outstanding.
Mr. Reda is the manager of and may be deemed to beneficially own
securities beneficially owned by, SEG. Mr. Reda and SEG are the
record and direct beneficial owners of the shares of Common Stock
of the Company.
A full-text copy of the SEC Report is available at:
https://tinyurl.com/mt2tnh6x
About 22nd Century Group
Mocksville, N.C.-based 22nd Century Group, Inc. is a tobacco
products company specializing in the sales and distribution of its
proprietary reduced nicotine tobacco products, which have been
authorized as Modified Risk Tobacco Products by the FDA. The
company also provides contract manufacturing services for
conventional combustible tobacco products for third-party brands.
Buffalo, N.Y.-based Freed Maxick, CPAs, PC, the company's auditor
since 2011, issued a "going concern" qualification in its report
dated March 28, 2024, citing that the company has incurred
significant losses and negative cash flows from operations since
inception and expects to continue incurring additional losses until
it can generate substantial revenue and profit in its tobacco
business. Additionally, the company reported negative working
capital and a shareholders' deficit as of December 31, 2023,
raising substantial doubt about its ability to continue as a going
concern.
For the year ended December 31, 2023, the company reported a net
loss of $140.8 million, compared to a net loss of $59.8 million in
2022. As of June 30, 2024, 22nd Century Group had $24.1 million in
total assets, $25 million in total liabilities, and $955,000 in
total stockholders' deficit.
22ND CENTURY: Modifies Securities Purchase Deal With JGB Partners
-----------------------------------------------------------------
22nd Century Group, Inc. disclosed in a Form 8-K Report filed with
the U.S. Securities and Exchange Commission that the Company
entered into that certain Letter Agreement to modify the terms of
the Securities Purchase Agreement dated March 3, 2023 and
debentures, as amended, with JGB Partners, LP, JGB Capital, LP and
JGB Capital Offshore Ltd. and JGB Collateral, LLC, as collateral
agent for the Holders.
Under the terms of the Letter Agreement, subject to obtaining
stockholder approval, Company will be able to reset the Conversion
Price currently in effect, at the discretion of the Board of
Directors and on a one time basis, to an amount equal to the
average of the daily VWAPs for each of the five consecutive Nasdaq
trading days immediately preceding the date on which the Conversion
Price shall be reset. The reset Conversion Price shall in no event
be greater than the Conversion Price in effect on the date of the
Letter Agreement, which is $.7458.
The reduction in the Conversion Price will be subject to
stockholder approval. The Company has agreed to seek stockholder
approval for the Conversion Price reset pursuant to applicable
Nasdaq rules no later than December 31, 2024, and to seek
stockholder approval at each stockholder meeting thereafter if
approval is not obtained by then.
A full-text copy of the Letter Agreement with JGB is available at:
https://tinyurl.com/4wnhjf85
About 22nd Century Group
Mocksville, N.C.-based 22nd Century Group, Inc. is a tobacco
products company specializing in the sales and distribution of its
proprietary reduced nicotine tobacco products, which have been
authorized as Modified Risk Tobacco Products by the FDA. The
company also provides contract manufacturing services for
conventional combustible tobacco products for third-party brands.
Buffalo, N.Y.-based Freed Maxick, CPAs, PC, the company's auditor
since 2011, issued a "going concern" qualification in its report
dated March 28, 2024, citing that the Company has incurred
significant losses and negative cash flows from operations since
inception and expects to continue incurring additional losses until
it can generate substantial revenue and profit in its tobacco
business. Additionally, the company reported negative working
capital and a shareholders' deficit as of December 31, 2023,
raising substantial doubt about its ability to continue as a going
concern.
For the year ended December 31, 2023, the company reported a net
loss of $140.8 million, compared to a net loss of $59.8 million in
2022. As of June 30, 2024, 22nd Century Group had $24.1 million in
total assets, $25 million in total liabilities, and $955,000 in
total stockholders' deficit.
22ND CENTURY: Regains Compliance With Nasdaq's Minimum Equity Rule
------------------------------------------------------------------
22nd Century Group, Inc. announced on October 8, 2024, that it has
received formal written notice from The Nasdaq Stock Market LLC
that the Company has regained compliance with the minimum
stockholders' equity requirement as set forth in Nasdaq Listing
Rule 5550(b)(1).
This confirmation follows the Company's successful efforts to
improve its balance sheet and liquidity by completing new equity
offerings, while reducing outstanding liabilities and debt through
various forms of settlement with creditors. As a result, the
Company now meets Nasdaq's stockholders' equity minimum requirement
of at least $2.5 million.
Larry Firestone, Chief Executive Officer said, "We are pleased to
receive Nasdaq's notification confirming 22nd Century's regained
compliance with the minimum stockholders' equity requirement. Over
the past two quarters, we have made significant strides in
improving our balance sheet and expanding our business. During this
period, we have raised $11.6 million of equity proceeds and
de-levered our balance sheet, among other activities, to reach the
equity minimum of $2.5 million. We remain committed to ensuring our
listing compliance and creating long-term shareholder value."
About 22nd Century Group
Mocksville, N.C.-based 22nd Century Group, Inc. is a tobacco
products company specializing in the sales and distribution of its
proprietary reduced nicotine tobacco products, which have been
authorized as Modified Risk Tobacco Products by the FDA. The
company also provides contract manufacturing services for
conventional combustible tobacco products for third-party brands.
Buffalo, N.Y.-based Freed Maxick, CPAs, PC, the company's auditor
since 2011, issued a "going concern" qualification in its report
dated March 28, 2024, citing that the company has incurred
significant losses and negative cash flows from operations since
inception and expects to continue incurring additional losses until
it can generate substantial revenue and profit in its tobacco
business. Additionally, the company reported negative working
capital and a shareholders' deficit as of December 31, 2023,
raising substantial doubt about its ability to continue as a going
concern.
For the year ended December 31, 2023, the company reported a net
loss of $140.8 million, compared to a net loss of $59.8 million in
2022. As of June 30, 2024, 22nd Century Group had $24.1 million in
total assets, $25 million in total liabilities, and $955,000 in
total stockholders' deficit.
3160 8TH LLC: Seeks Chapter 11 Bankruptcy Protection
----------------------------------------------------
3160 8th LLC filed Chapter 11 protection in the Central District of
California. According to court documents, the Debtor reports
between $1 million and $10 million in debt owed to 1 and 49
creditors. The petition states funds will be available to
unsecured creditors.
About 3160 8th LLC
3160 8th LLC owns hotels and motels.
3160 8th LLC sought relief under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. C.D. Cal. Case No. 24-18458) on Oct. 17, 2024. In the
petition filed by David Suh, as principal/owner, the Debtor reports
estimated assets between $10 million and $10 million and estimated
liabilities between $1 million and $10 million.
The Honorable Bankruptcy Judge Sheri Bluebond oversees the case.
The Debtor is represented by:
Matthew Sean Harrison, Esq.
PROMETHEUS CIVIC LAW
120 Vantis Drive Suite 300
Aliso Viejo CA 92656
Tel: 949-436-4500
E-mail: matt@procivlaw.com
51 SYCAMORE DRIVE: Seeks Bankruptcy Protection in New York
----------------------------------------------------------
51 Sycamore Drive LLC filed Chapter 11 protection in the Eastern
District of New York. According to court documents, the Debtor
reports between $1 million and $10 million in debt owed to 1 and 49
creditors. The petition states funds will be available to
unsecured creditors.
About 51 Sycamore Drive LLC
51 Sycamore Drive LLC is engaged in activities related to real
estate.
51 Sycamore Drive LLC sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D.N.Y. Case No. 24-74016) on Oct. 21,
2024. In the petition filed by Michael O'Sullivan, as president,
the Debtor estimated assets and liabilities between $1 million and
$10 million each.
The Honorable Bankruptcy Judge Robert E. Grossman handles the
case.
The Debtor is represented by:
Ronald D. Weiss, Esq.
RONALD D. WEISS, P.C.
445 Broadhollow Road
Suite CL-10
Melville, NY 11747
Tel: (631) 271-3737
Fax: (631) 271-3784
E-mail: weiss@ny-bankruptcy.com
5280 AURARIA: Waterfall Recovery & Litigation Proceeds to Fund Plan
-------------------------------------------------------------------
5280 Auraria, LLC filed with the U.S. Bankruptcy Court for the
District of Colorado a Disclosure Statement to accompany Chapter 11
Plan.
The Debtor is organized as a Delaware limited liability company.
Nelson Partners, LLC, a Utah limited liability company, is the
Member and Manager of the Debtor, and Patrick Nelson owns the
equity interests in Nelson Partners.
The Debtor owns certain real property located at 1051 14th Street,
Denver, Colorado 80202 and 1405 Curtis Street, Denver, Colorado
80202 (the "Real Property," also known as the "Auraria Student
Lofts"). The Auraria Student Lofts provides off-campus student
housing apartments near the University of Colorado – Denver,
Metropolitan State University, Denver Community College, and the
University of Denver. The Property has 125 rental units with 438
beds, occupying 153,860 square feet in downtown Denver.
The Debtor's only assets are the Real Property and fixtures and
leasing office equipment at the Real Property. Other than the
secured debts, the Debtor's debts consist of legal fees, ordinary
course trade debt, and similar industry standard obligations.
After the Debtor commenced this case to stop foreclosure, DB
Auraria filed a lawsuit in New York state court on a conditional
guaranty agreement signed by the Debtor's principal, Pat Nelson. DB
Auraria invoked an expedited procedure in which no complaint,
answer or discovery was allowed. The New York court entered
judgment. Since then, DB Auraria has aggressively collected on the
judgment, issuing a "restraining notice" that it subsequently
contended prohibited even routine expenditures.
DB Auraria appointed a receiver for the Property on or about August
7, 2024. On September 5, 2024, DB Auraria submitted the winning bid
at a public trustee foreclosure sale for the Property (Case No.
2022-000025) with the Denver County Public Trustee's Office (the
"Foreclosure"). The winning bid submitted by DB Auraria was for
$54,800,000. DB Auraria asserted that it is owed $77,785,494.64,
with a $22,985,494.64 deficiency claim.
The Debtor's Plan provides for the distribution of the Debtor's
existing cash, vesting of litigation claims in the Reorganized
Debtor and a waterfall recovery from those causes of action or
avoidance actions that vest in the Reorganized. Pursuant to the
Plan, once the Debtor's assets have been liquidated or the Debtor
has refinanced, the Debtor shall distribute the net proceeds to
creditors in conformity with the Bankruptcy Code.
Class 3 consists of Allowed General Unsecured Claims. The holders
of Allowed Unsecured Claims in Class 3 shall receive their pro rata
share of net litigation proceeds in accordance with the Waterfall
Recovery. The payments shall be in full and final satisfaction,
compromise, settlement, release, and discharge of the Class 2
claimant's Allowed Claim.
The Auraria Stub Claim is treated as an Allowed General Unsecured
Claim under the Plan. or the avoidance of doubt, a Class 2 claimant
shall not receive a greater amount under this Plan than the amount
of its Allowed Claim. Class 3 is impaired under the Plan.
Class 5 consists of Equity Interest. Class 5 is impaired under the
Plan. Unless and until all Allowed Claims of a higher priority are
paid in full, the holder of the Class 5 Equity Interest will
receive no rights in respect of its ownership in the Debtor. If the
Allowed Unsecured Claims are paid in full, the Class 5 Equity
Interest shall be paid the remaining funds available after
application of the Waterfall Recovery.
On the Effective Date, all causes of action belonging to the
Debtors that are not released pursuant to the Plan shall be vested
in the Reorganized Debtor. Without limiting the foregoing, the
Debtor specifically reserves all its claims and causes of action
against Fortress Credit Corporation and DB Auraria.
Any recovery (net of unpaid costs of litigation or obligations in
respect of litigation funding) from causes of action or avoidance
actions that vest in the Reorganized Debtor on the Effective Date
shall be distributed as follows: (i) the holder of the DIP Claim
will receive the first $2,000,000 of net proceeds from the
Litigation Trust recoveries; (ii) next, any Allowed Administrative
Claims remaining unpaid shall be paid in full; (iii) next, an
additional $1,000,000 shall be distributed to the holder of the DIP
Claim; (iv) next, pro-rata by all General Unsecured Creditors until
they are paid their Allowed Amount; and (v) next, all remaining net
proceeds to equity.
A full-text copy of the Disclosure Statement dated September 12,
2024 is available at https://urlcurt.com/u?l=IIrrwf from
PacerMonitor.com at no charge.
Attorneys for the Debtor:
Michael J. Pankow, Esq.
Amalia Sax-Bolder, Esq.
BROWNSTEIN HYATT FARBER SCHRECK, LLP
675 15th Street, Suite 2900
Denver, CO 80202
Tel: (303) 223-1100
Fax: (303) 223-1111
E-mail: mpankow@bhfs.com
asax-bolder@bhfs.com
About 5280 Auraria
5280 Auraria, LLC, owns Auraria Student Lofts, a high-rise building
in downtown Denver aimed at providing housing for college students.
5280 Auraria's sole member and manager is Nelson Partners, LLC, a
Utah limited liability company. The individual principal is Patrick
Nelson.
5280 Auraria sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Colo. Case No. 22-12059) on June 9,
2022. In the petition filed by Patrick Nelson, as managing member,
the Debtor listed between $50 million and $100 million in both
assets and liabilities.
Judge Kimberley H. Tyson oversees the case.
Michael J. Pankow, Esq., at Brownstein Hyatt Farber Schreck, LLP is
the Debtor's counsel.
920 CENTURY: Property Sale Proceeds to Fund Plan Payments
---------------------------------------------------------
920 Century LP filed with the U.S. Bankruptcy Court for the Middle
District of Pennsylvania a Disclosure Statement in support of Plan
of Reorganization dated September 12, 2024.
The Debtor was formed in 2007 for the purposes of owning real
property at 920 Century Drive, Mechanicsburg, Cumberland County,
Pennsylvania. The Debtor has had various tenants during the course
of its ownership of the Real Property.
Because of tenant difficulties and movement between tenants, the
Debtor experienced cash flow issues which caused it to become
delinquent. Thus, there were issues with payment to the secured
creditor, First National Bank. Ultimately, the loan held by First
National Bank, together with its collateral, was transferred to
Central Penn Capital Management, LLC.
Because of the lack of cash flow, and the actions which occurred,
First National Bank began steps to foreclose on the Real Property.
Thereafter, Central Penn was also receiving rent from at least one
tenant. This caused cash flow difficulties with the Debtor. As a
result, the Debtor determined it was necessary to file Chapter 11.
The Debtor's only substantial asset is the Real Property. The
Debtor believes it has a value of approximately $1,750,000.00 to
$1,850,000.00, based upon prior appraisals and the Agreement of
Sale entered into with Provco.
The Debtor has filed a Motion to Approve Sale to an entity known as
Provco. The sale price is $1,750,000.00. The Debtor believes this
is a sufficient amount to fund the Plan.
Closing on the sale will take several months so that the ultimate
user of the Real Property can obtain governmental approval for its
intended use. The contract for the sale allows up to eighteen
months for closing to occur. The Buyer under the Agreement of Sale
is a reputable buyer and the intended user of the Real Property is
a national chain.
The Debtor scheduled two unsecured Claims totaling approximately
$31,000.00. These Claims include the Internal Revenue Service for
partnership taxes, Landmark Commercial Realty for approximately
$8,300.00 and additional sums owed to Lower Allen Township. Claims
have been filed by both the Lower Allen Township Authority and the
Lower Allen Township Stormwater Authority. Claims have also been
filed by the Internal Revenue Service in essentially the amount as
scheduled. There is Claim also filed on behalf of Landmark
Commercial Realty.
The Class 6 General Unsecured Creditors include all creditors not
otherwise classified under the Plan. These Claims include all such
creditors notwithstanding the nature of the categorization of any
Claim by a creditor. Unsecured creditors will receive a pro rata
distribution of any funds which remain after payment of Classes 1,
2, 3 and 4 from the proceeds of the sale the Real Property.
The equity is held by Jeff C. Conforti and Nina Conforti, as
limited partners of the Debtor, and 920 Century Investments LLC, as
the general partner of the Debtor. The Equity Holders will retain
their equity in the Debtor until Final Distribution. When Final
Distribution occurs, assuming all creditors of the Debtor have not
been paid in full, all equity will be deemed canceled.
The Debtor intends to sell the Real Property in accordance with its
Agreement of Sale with Provco. Once the sale occurs, distribution
will be made to the creditors in accordance with the Plan and in
accordance with the Motion to Approve Sale.
A full-text copy of the Disclosure Statement dated September 12,
2024 is available at https://urlcurt.com/u?l=Xq8JcU from
PacerMonitor.com at no charge.
Counsel to the Debtor:
Robert E. Chernicoff, Esq.
CUNNINGHAM, CHERNICOFF & WARSHAWSKY, P.C.
P.O. Box 60457
Harrisburg, PA 17106-0457
Tel: (717) 238-6570
Fax: (717) 238-4809
About 920 Century
920 Century is a Single Asset Real Estate as defined in 11 U.S.C.
Section 101(51B).
920 Century filed its voluntary Chapter 11 petition (Bankr. M.D.
Pa. Case No. 23-02000) on Sep. 5, 2023, with $1 million to $10
million in assets and $500,000 to $1 million in liabilities. The
petition was signed by Jeff C. Conforti, president of 920 Century
Investments LLC, general partner of the Debtor.
Judge Henry W. Van Eck oversees the case.
Robert E. Chernicoff, Esq., at Cunningham, Chernicoff & Warshawsky,
P.C., is the Debtor's legal counsel.
9300 WILSHIRE: Updates Restructuring Plan Disclosures
-----------------------------------------------------
9300 Wilshire, LLC, submitted a Second Amended Disclosure Statement
and Plan of Reorganization dated September 12, 2024.
The Debtor will continue with its business operations and regular
course of conduct after confirmation of the Plan.
Up to the present time, the Debtor's two primary investors, Leonid
Pustilnikov and Ely Dromy, have funded significant sums to the
Debtor since the Petition Date. As of the date of this Disclosure
Statement and Plan, these fundings total $850,512.50. As necessary,
Mr. Pustilnikov and/or Mr. Dromy shall continue to fund the
payments which are due under this Plan after the Plan is confirmed
by this Court through capital contributions.
Under the Plan, among other things, the Debtor shall be exercising
its setoff rights against the alleged secured claim of AES Redondo
by the $35,000,000 claim filed by the Commission. AES Redondo has
stated in writing that it will indemnify the Debtor and its
affiliates in connection with this claim.
If necessary, given the admission by AES Redondo that it is
responsible to indemnify the Debtor, the Debtor will be filing a
motion for partial summary judgment on its indemnification claim
against AES Redondo as the Commission's claim is based upon the
terms and conditions of the Ground Lease and AES Redondo's
confirmation that it will be indemnifying the Debtor.
Class 2b consists of General Unsecured Claims Other than Claim of
the City of Redondo Beach. Each claimant in Class 2b will be paid
100% of its claim beginning the first relevant date after the
Effective Date over eight months after the Effective Date, with the
first installment in the amount of 10% of the allowed claim paid on
the Effective Date, or as soon thereafter as is reasonably
practicable, with the second installment in the amount of 35% of
the allowed claims paid on the last business day of the month that
is four months after the Effective Date, with the final installment
in the amount of 55% of the allowed claim paid on the last business
day of the month that is eight months after the Effective Date.
Class 2c General Unsecured Claim of the City of Redondo Beach Other
than the Prepetition Disputed Transfer Tax Claim. Each claimant in
Class 2c will be paid 100% of its claim beginning the first
relevant date after the Effective Date or when such claim or claims
are allowed in full. At such time as the City of Redondo Beach is
determined to have a final, allowable claim in this bankruptcy case
with all rights of appeal having been exhausted, beginning on the
first day of the first quarter after such final, non-appealable
allowance of their claim takes place, Debtor will make payments on
the first day of each quarter in the calendar year, and will pay
such claim in twelve equal quarterly installments; provided,
however, that any payment by any party toward the alleged elements
of the City of Redondo Beach claim including the Coastal Commission
Claim, the Environmental Claim or the claim based upon the Option
Agreement shall be credited against any amount due to the City by
the Debtor under this Plan.
Class 3a is the Unimpaired Environmental Deed of Trust Claim of AES
Redondo Beach LLC. Claimant contends that the amount of its claim
is no less than $134,816,699.11. The Debtor disputes the claim and
contends that AES Redondo is not owed monies under the
Environmental Deed of Trust. As noted, among other things, the
Environmental Deed of Trust does not yet create a monetary
obligation because the work that needs to be done and the cost to
do it have not been ascertained.
However, the Debtor's position is that it is actively engaged in
having the environmental ascertainment and remediation issues and
claims worked through with the California Department of Toxic
Substances Control. By the time of the hearing on the approval of
the Debtor's Disclosure Statement, the Debtor plans on having filed
and having adjudicated by this Court its Motion under Sections
502(c), 1122, 1123(a)(4), 1124, 1129(b)(2(A) of the Bankruptcy Code
and Bankruptcy Rule 3013 where the Debtor believes its position in
this regard will be approved by the Court.
As discussed, additional interests in properties held by the Debtor
which are held by nonDebtor entities which are 90% controlled by
Messrs. Dromy and Pustilnikov will be provided as additional
collateral to AES on account of their Performance Deed of Trust
obligation. And one of the properties located at 125 & 129 Linden,
Beverly Hills, CA will be sold and additional proceeds beyond the
Debtor's interest in that property totaling $18,377,873 will be
provided to help fund the Plan.
Based upon prior funding of $37 Million to AES by Mr. Dromy plus
funds he has paid toward payment of property expenses of properties
in which the Debtor holds an interest and toward property tax
payments on their properties, Mr. Dromy's funding shall continue.
A full-text copy of the Second Amended Disclosure Statement dated
September 12, 2024 is available at https://urlcurt.com/u?l=VNNZN1
from PacerMonitor.com at no charge.
9300 Wilshire, LLC is represented by:
Victor A. Sahn, Esq.
Steve Burnell, Esq.
GREENSPOON MARDER LLP
1875 Century Park East, Suite 1900
Los Angeles, CA 90067
Tel: (213) 626-2311
Email: victor.sahn@gmlaw.com
steve.burnell@gmlaw.com
About 9300 Wilshire
9300 Wilshire, LLC, is a Beverly Hills-based company engaged in
activities related to real estate.
9300 Wilshire filed its voluntary petition for relief under Chapter
11 of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 23-10918) on
Feb. 21, 2023, with $100 million to $500 million in assets and $50
million to $100 million in liabilities. Leonid Pustilnikov, 9300
Wilshire's manager, signed the petition.
Judge Ernest M. Robles presides over the case.
The Debtor tapped Victor A. Sahn, Esq., at Greenspoon Marder, LLP
as bankruptcy counsel and Rutan & Tucker, LLP as special counsel.
ACESO PARENT: Moody's Withdraws 'B3' Corporate Family Rating
------------------------------------------------------------
Moody's Ratings withdrew Aceso Parent, LLC's (Alegeus) ratings,
including the B3 corporate family rating, B3-PD probability of
default rating and Alegeus Technologies Holdings Corp.'s B3 backed
senior secured first lien bank credit facility ratings. Prior to
the withdrawal the outlook was stable.
RATINGS RATIONALE
The ratings have been withdrawn since the rated debt is not
outstanding.
Alegeus is a white label, software-as-a-service platform for health
savings accounts and consumer directed benefit accounts.
ALLIANCE MESA: Claims Will be Paid from Property Sale/Refinance
---------------------------------------------------------------
Alliance Mesa Cardio, LLC filed with the U.S. Bankruptcy Court for
the Northern District of Illinois a Disclosure Statement for Plan
of Reorganization dated September 12, 2024.
The Debtor owns the Real Property, which consists of an
approximately 13,000 square foot office located in the Baywood
Plaza Professional Center in Mesa, Arizona.
The Debtor purchased the Real Property in march 18, 2018 and the
Real Property was previously occupied by a cardiology practice
until 2023. The cardiology practice moved to a different location
at the end of 2023, so the Real Property has been vacant since
December 31, 2023. The Debtor does not have a recent appraisal of
the Real Property. However, the Maricopa County Assessor values the
Real Property at approximately $3.1 million.
Under this Plan, the Reorganized Debtor will simultaneously market
the Property for sale or lease during the term of the Plan. The
Debtor will also seek to refinance the BOK Financial Loan, and will
use the proceeds of such sale or refinancing to pay all Allowed
Claims, Allowed Administrative Expenses, and Allowed Fee Claims in
full in Cash. Until the sale or refinancing occurs, the Debtor will
make the payments to be funded from the Reserve Account.
The Plan provides that all Allowed Secured and General Unsecured
Claims will be paid in full with interest, with the remaining
ongoing concern value available for distribution to Equity Interest
Holders.
Class 2 consists of Allowed General Unsecured Claims other than
Insider Claims. All Class 2 Claimants shall be paid in six equal
monthly installments commencing on the first Business Day after the
effective date and continuing on the first Business Day of each
calendar month thereafter, except that all unpaid amounts due to
Class 2 Claimants shall be accelerated and paid in cash
simultaneously with the closing of the sale of the Real Property or
the refinancing of the BOK Financial Loan.
Class 2 is impaired. The unpaid principal balance of the Class 2
Claims shall bear interest at the Federal Judgment Interest Rate
from the Petition Date through the date of final payment.
Class 4 Interests shall be retained by the Equity Interest Holders
but shall receive no dividends or distributions on these Interests
until Class 1 through Class 3 are indefeasibly paid in full
pursuant to this Plan. These Interests are Unimpaired.
Under this Plan, the Reorganized Debtor will simultaneously market
the Property for sale or lease during the term of the Plan. The
Debtor will also seek to refinance the BOK Financial Loan, and will
use the proceeds of such sale or refinancing to pay all Allowed
Claims, Allowed Administrative Expenses, and Allowed Fee Claims in
full in Cash. Until the sale or refinancing occurs, the Debtor will
make the payments to be funded from the Reserve Account.
A full-text copy of the Disclosure Statement dated September 12,
2024 is available at https://urlcurt.com/u?l=cUXhvR from
PacerMonitor.com at no charge.
Counsel to the Debtor:
David A. Warfield, Esq.
Thompson Coburn LLP
One U.S. Bank Plaza, Suite 2700
St. Louis, MO 63101
Telephone: (314) 552-6079
Facsimile: (314) 552-7000
Email: dwarfield@thompsoncoburn.com
bhockett@thompsoncoburn.com
About Alliance Mesa Cardio
Alliance Mesa Cardio, LLC is a single asset real estate debtor (as
defined in 11 U.S.C. Section 101(51B)).
Alliance Mesa Cardio sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ill. Case No. 24-08848) on June 15,
2024, with $1 million to $10 million in both assets and
liabilities. Ben Reinberg, sole member of Alliance Mesa Cardio
Manager, LLC, signed the petition.
Judge Janet S. Baer oversees the case.
The Debtor is represented by David A. Warfield, Esq., at Thompson
Coburn, LLP.
AMERICAN CANNABIS: Tad Mailander Resigns as Director
----------------------------------------------------
American Cannabis Company, Inc. disclosed in a Form 8-K Report
filed with the U.S. Securities and Exchange Commission that on
October 4, 2024, Tad Mailander resigned as a director of the
Company.
About American Cannabis
American Cannabis Company, Inc. is based in Colorado Springs,
Colorado, and operates alongside its subsidiary as a publicly
listed company on the OTC Markets OTCQB Trading Tier under the
symbol "AMMJ." The company utilizes a fully integrated business
model that offers end-to-end solutions for businesses in the
regulated cannabis industry, serving states and countries where
cannabis is regulated, decriminalized for medical use, or legalized
for recreational use.
Houston, Texas-based Hudgens CPA, the company's auditor since 2022,
issued a "going concern" qualification in its report dated May 8,
2024. This report, attached to American Cannabis' Form 10-K filed
with the U.S. Securities and Exchange Commission for the fiscal
year ended December 31, 2023, noted that the company has a working
capital deficit, has incurred net losses since its inception, and
is expected to continue experiencing further losses. The auditor
highlighted that the company requires additional funds to meet its
obligations and operational costs, which raises substantial doubt
about its ability to continue as a going concern.
American Cannabis Company reported a net loss of $3,660,416 for the
year ended December 31, 2023, as compared to $633,192 for the year
ended December 31, 2022. As of March 31, 2024, American Cannabis
Company had $2,628,487 in total assets, $2,759,498 in total
liabilities, and $131,001 in total stockholders' deficit.
AMERICAN TIRE: Case Summary & 30 Largest Unsecured Creditors
------------------------------------------------------------
Lead Debtor: American Tire Distributors, Inc.
12200 Herbert Wayne Court
Huntersville, NC 28078
Business Description: The Debtors are the largest distributor of
replacement tires in North America based
on dollar amount of wholesale sales. With
their network of over 115 distribution
centers and 1,500 delivery vehicles, the
Debtors service a geographic region covering
more than 90 percent of the replacement tire
market for passenger vehicles and light
trucks in the United States. The Debtors
carry many of the nation's leading tire
brands including Michelin, Pirelli, and
Continental. In addition, the Debtors'
proprietary Hercules brand is a leading
private tire brand in North America.
The Debtors are headquartered in
Huntersville, North Carolina.
Chapter 11 Petition Date: October 22, 2024
Court: United States Bankruptcy Court
District of Delaware
Thirteen affiliates that concurrently filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
American Tire Distributors, Inc. (Lead Case) 24-12391
ATD New Holdings II, Inc. 24-12392
ATD New Holdings III, Inc. 24-12393
ATD New Holdings, Inc 24-12394
ATD Sourcing Solutions, LLC 24-12395
ATD Technology Solutions Inc. 24-12396
FLX FWD Logistics, LLC 24-12397
Hercules Tire International Inc. 24-12398
Terrys Tire Town Holdings, LLC 24-12399
The Hercules Tire & Rubber Company 24-12400
Tire Pros Francorp, LLC 24-12401
Tirebuyer.com, LLC 24-12402
Torqata Data and Analytics LLC 24-12403
Judge: TBA
Debtors'
Restructuring
Counsel: Anup Sathy, P.C.
Chad J. Husnick, P.C.
David R. Gremling, Esq.
KIRKLAND & ELLIS LLP
AND KIRKLAND & ELLIS INTERNATIONAL LLP
333 West Wolf Point Plaza
Chicago, Illinois 60654
Tel: (312) 862-2000
Fax: (312) 862-2200
Email: anup.sathy@kirkland.com
chad.husnick@kirkland.com
dave.gremling@kirkland.com
Debtors'
Delaware
Restructuring
Counsel: Laura Davis Jones, Esq.
Timothy P. Cairns, Esq.
Edward A. Corma, Esq.
PACHULSKI STANG ZIEHL & JONES LLP
919 North Market Street, 17th Floor
Wilmington, Delaware 19801
Tel: (302) 652-4100
Fax: (302) 652-4400
Email: ljones@pszjlaw.com
tcairns@pszjlaw.com
ecorma@pszjlaw.com
Debtors'
Restructuring
Advisor: AP SERVICES, LLC
Debtors'
Financial
Advisor: MOELIS & COMPANY LLC
Debtors'
Notice &
Claims
Agent and
Administrative
Advisor: DONLIN, RECANO & COMPANY, INC.
Lead Debtor's
Estimated Assets: $1 billion to $10 billion
Lead Debtor's
Estimated Liabilities: $1 billion to $10 billion
The petitions were signed by Robert C. Toms, IV, as deputy general
counsel.
Full-text copies of five of the Debtors' petitions are available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/IMCADDA/American_Tire_Distributors_Inc__debke-24-12391__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/6KXA6QA/ATD_New_Holdings_III_Inc__debke-24-12393__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/7MGDN7Q/The_Hercules_Tire__Rubber_Company__debke-24-12400__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/6WLVSPY/ATD_New_Holdings_Inc__debke-24-12394__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/6Q4W2IQ/ATD_Sourcing_Solutions_LLC__debke-24-12395__0001.0.pdf?mcid=tGE4TAMA
Consolidated List of Debtors' 30 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
1. The Goodyear Tire & Trade Payable $121,637,634
Rubbert Co
200 Innovation Way
Akron OH 44316
Ryan Waldron
Email: ryan_waldron@goodyear.com
2. Continental Tire North Trade Payable $81,074,926
America Inc.
1830 MacMillan Park Drive
Fort Mill SC 29707
Jochen Etzel, Bill Caldwell
Email: jochen.etzel@conti-na.com;
bill.caldwell@conti-na.com
3. Toyo Tire USA Corp Trade Payable $63,328,763
5665 Plaza Drive, Ste 200
Cypress CA 90630
Mike Graber
Email: graberm@toyotires.com
4. ZC Rubber America Inc Trade Payable $51,242,442
661 Brea Canyon Rd,
Suite #7
Walnut CA 91789
Henry Shen
Email: shenhaoyu@zc-rubber.com
5. Sumitomo Rubber North Trade Payable $47,445,071
American Inc.
13649 Valley Blvd
Fontana CA 92335
Darren Thomas
Email: dthomas@srnatire.com
6. Pirelli Tire LLC Trade Payable $44,195,920
Lockbox #27826
27826 Network Place
Chicago, IL 60673-1826
Claudio Zanardo
Email: claudio.zanardo@pirelli.com
7. Nitto Tire USA Inc. Trade Payable $35,739,140
1900 St Rochester Ave
Ontario CA 91761
Keiko Brockel
Email: keiko.brockel@nittotire.com
8. Nexen Tire Trade Payable $26,154,374
21073 Pathfinder Rd
Ste 100
Diamond Bar CA 91765
Brian Han
Email: brian@nexentire.com
9. Michelin North America Inc. Trade Payable $22,241,853
PO Box 19001
Greenville SC 29602-9001
Stephen Hoeft
Email: stephen.hoeft@michelin.com
10. Bridgestone Americas Trade Payable $19,165,895
Tire Operations
200 4th Avenue South
Suite 100
Nashville, TN 37201
Bridget Neal
Email: nealbridget@bfusa.com
11. Hankook Tire America Corp Trade Payable $14,205,989
1450 Valley Rd
Wayne NJ 07470
Rob Williams
Email: robert.williams@hankookn.com
12. Zhilian Trading Limited Trade Payable $11,269,762
(HTR)
7A-7B No 9 Nanjing Rd
United Edifice
Qingdao
China
Yi Yang
Email: yangyi@zhilian.com
13. North American Trade Payable $8,853,673
Commercial Tire
Resources
1441 South Main
North Canton OH 44720
Mark Lammlein
Email: markl@nacomtire.com
14. Kumho Tire USA Inc. Trade Payable $7,679,960
133 Peachtree St NE
Suite 2800
Atlanta GA 30303
Shawn Denlein
Email: sdenlein@kumhotireusa.com
15. The Carlstar Group LLC Trade Payable $7,240,203
PO Box 100929
Pasadena CA 91189-0930
Robb Smedema
Email: robb.smedema@carlstargroup.com
16. Bridgeston/Firestone Inc. Trade Payable $6,235,787
PO Box 73418
Chicago IL 60673-7418
John Welch
Email: WelchJohn@bfusa.com
17. Mickey Thompson Trade Payable $6,101,647
PO Box 73437
Cleveland OH 44193
John Bodart
Email: jbodart@mickeythompsontires.com
18. Redwood Supply Chain Professional $5,161,575
Solutions Services
1765 N Elston Ave Ste 216
Chicago IL 60642
Jeff Leppert
Email: jleppert@Redwoodlogistics.com
19. Gremax Industrial Pte Trade Payable $4,885,331
Ltd (Crown)
No. 60, Paya Lebar Rd
#11-08 Paya Lebar Square
Singapore 409051
Singapore
Tim Liang
Email: tim@crowntyre.com
20. Ryder System, Inc. Trade Payable $4,179,747
6000 Windward Pkwy
Alpharetta GA 30005
Robert D. Fatovic
Email: bob_fatovic@ryder.com
21. Sailun USA Trade Payable $4,157,724
4406 Malone Rd
Memphis TN 38118-7303
Mr. Yuan
Email: zhongxue.yuan@sailuntire.com
22. Yokohama Tire Corp Trade Payable $3,920,236
1 MacArthur OL Ste 800
Santa Ana CA 92707
Jeff Barna
Email: jeff.barna@yokohomatire.com
23. Blueyonder Inc. Trade Payable $2,806,585
15059 N Scottsdale Rd.
Ste 400
Scottsdale AZ 85260
Ed Auriemma
Email: ed.auriemma@blueyonder.com
24. Microsoft Licensing GP Trade Payable $2,618,539
Legal and Corporate Affairs
One Microsoft Way
Redmond WA 98052
Tammy Garlick
Email: tking@microsoft.com
25. Google Inc. Trade Payable $2,431,185
1600 Amphitheatre Pkwy
Mountain View CA 94043
Philipp Schindler
Email: philipps@google.com
26. Sutong China Tire Trade Payable $2,223,970
Resources Inc.
33402 Hempstead Hwy
Ste A
Hockley TX 77447
Nancy Zhao
Email: nzhao@sutongctr.com
27. National Union Fire Insurance $2,172,079
Insurance Company of Payable
Pittsburgh, PA
PO Box 10472
Newark NJ 07193
Rose Marie Glazer
Email: rglazer@aig.com
28. Crown Equipment Trade Payable $1,316,014
Corporation
PO Box 641173
Cincinnati OH 45264-1173
Tom Keller
Email: tom.keller@crown.com
29. Facilitysource LLC Professional $1,302,691
3440 Flair Drive Services
Lockbox Services 846847
El Monte CA 91731
Molly Machold
Email: mmachold@facilitysource.com
30. SHI International Corp Trade Payable $1,155,611
290 Davidson Ave
Somerset NJ 08873
Meghan Alonzo
Email: meghan_alonzo@shi.com
AMUR EQUIPMENT 2021-1: Moody's Ups Rating on Class F Notes to Ba1
-----------------------------------------------------------------
Moody's Ratings has upgraded two classes of notes in Amur Equipment
Finance Receivables IX LLC, Series 2021-1 (Amur 2021-1), three
classes of notes in Amur Equipment Finance Receivables X LLC,
Series 2022-1 (Amur 2022-1), five classes of notes in Amur
Equipment Finance Receivables XI LLC, Series 2022-2 (Amur 2022-2)
and two classes of notes in Amur Equipment Finance Receivables XII
LLC, Series 2023-1 (Amur 2023-1). The notes are backed by a pool of
fixed-rate loans and leases secured primarily by trucking,
transportation and construction equipment.
The complete rating actions are as follows:
Issuer: Amur Equipment Finance Receivables IX LLC, Series 2021-1
Class E Notes, Upgraded to Aa1 (sf); previously on Jul 22, 2024
Upgraded to Aa2 (sf)
Class F Notes, Upgraded to Baa3 (sf); previously on Dec 7, 2023
Upgraded to Ba1 (sf)
Issuer: Amur Equipment Finance Receivables X LLC, Series 2022-1
Class D Notes, Upgraded to Aa1 (sf); previously on Jul 22, 2024
Upgraded to Aa2 (sf)
Class E Notes, Upgraded to A2 (sf); previously on Jul 22, 2024
Upgraded to A3 (sf)
Class F Notes, Upgraded to Ba1 (sf); previously on Jul 22, 2024
Upgraded to Ba2 (sf)
Issuer: Amur Equipment Finance Receivables XI LLC, Series 2022-2
Class B Notes, Upgraded to Aaa (sf); previously on Dec 7, 2023
Upgraded to Aa1 (sf)
Class C Notes, Upgraded to Aa1 (sf); previously on Jul 22, 2024
Upgraded to Aa2 (sf)
Class D Notes, Upgraded to A2 (sf); previously on Jul 22, 2024
Upgraded to A3 (sf)
Class E Notes, Upgraded to Baa3 (sf); previously on Jul 22, 2024
Upgraded to Ba1 (sf)
Class F Notes, Upgraded to Ba2 (sf); previously on Jul 22, 2024
Upgraded to Ba3 (sf)
Issuer: Amur Equipment Finance Receivables XII LLC, Series 2023-1
Class D Notes, Upgraded to A3 (sf); previously on Jul 22, 2024
Upgraded to Baa1 (sf)
Class E Notes, Upgraded to Ba1 (sf); previously on Jul 22, 2024
Upgraded to Ba2 (sf)
A comprehensive review of all credit ratings for the respective
transactions has been conducted during a rating committee.
RATINGS RATIONALE
The rating actions were primarily driven by the continuous buildup
of credit enhancement as the notes amortized. The notes feature
sequential payment structure with the higher priority notes
benefitting from the subordination of notes with lower payment
priority. Moody's also considered servicer's substitution of
assets, rising delinquencies and losses related to the high
exposure to the trucking and transportation industry which is
generally cyclical and highly correlated with the health of the
overall economy.
No action was taken on the remaining rated tranches because there
were no material changes in collateral quality, and credit
enhancement remains commensurate with the current ratings.
The Cumulative Net Loss (CNL) expectation for Amur 2021-1 was
decreased to 3.75% from 4.00% due to strong performance and the
loss at a Aaa stress remained unchanged at 28.00%.
PRINCIPAL METHODOLOGY
The principal methodology used in these ratings was "Equipment
Lease and Loan Securitizations" published in July 2024.
Factors that would lead to an upgrade or downgrade of the ratings:
Up
Moody's could upgrade the notes if, given Moody's expectations of
portfolio losses, levels of credit enhancement are consistent with
higher ratings. In sequential pay structures, such as the one in
this transaction, credit enhancement grows as a percentage of the
collateral balance as collections pay down senior notes.
Prepayments and interest collections directed toward note principal
payments will accelerate this build of enhancement. Moody's
expectation of pool losses could decline as a result of a lower
number of obligor defaults. Portfolio losses also depend greatly on
the US macroeconomy, the equipment markets, and changes in
servicing practices.
Down
Moody's could downgrade the notes if, given Moody's expectations of
portfolio losses, levels of credit enhancement are consistent with
lower ratings. Credit enhancement could decline if excess spread is
not sufficient to cover losses in a given month. Moody's
expectation of pool losses could rise as a result of a higher
number of obligor defaults or deterioration in the value of the
equipment securing an obligor's promise of payment. Portfolio
losses also depend greatly on the US macroeconomy, the equipment
markets, and poor servicer performance. Other reasons for
worse-than-expected performance include error on the part of
transaction parties, inadequate transaction governance, and fraud.
ARAGON PARENT: Moody's Affirms 'B2' CFR, Outlook Stable
-------------------------------------------------------
Moody's Ratings affirmed Aragorn Parent Corporation's (dba
OverDrive) B2 Corporate Family Rating, B2-PD Probability of Default
Rating and B2 ratings on the existing backed senior secured first
lien credit facilities consisting of a $70 million revolving credit
facility and the upsized outstanding $725 million term loan due
2028. The outlook is stable.
Proceeds from the $130 million first lien term loan fungible add-on
due December 2028 and $50 million cash on the balance sheet will be
used to fund a $175 million dividend distribution to its private
equity sponsors and pay related transaction fees.
The proposed dividend recapitalization is credit negative because
it will increase the company's financial leverage, raise interest
expense and weaken free cash flow generation. OverDrive's adjusted
pro forma debt to cash EBITDA (adding back amortization of product
development costs and deducting cash paid on product development
costs) will increase to approximately 6.5x from 5.4x as of LTM June
2024. In addition, the incremental debt will raise interest expense
by approximately $12 million on an annual basis which will impact
the company's free cash flows. However, the rating affirmation
reflects Moody's expectation that OverDrive will reduce leverage to
6.0x by 2025 on the back of low to mid-single digit revenue and
EBITDA growth while maintaining good liquidity. Operating
performance will be supported by consumer demand for digital and
audiobooks and a shift of library spending from physical to digital
content.
The company's dividend recapitalization demonstrates its aggressive
financial policy, with a focus on prioritizing shareholder returns.
Since KKR's acquisition of OverDrive in June 2020, the company
executed a $50 million debt-funded dividend distribution in October
2020, followed by a debt-funded acquisition of Kanopy in July 2021.
The current dividend, which is larger in size, comes at a time of
intensifying competition in the digital content distribution
industry.
All ratings are subject to the execution of the transaction as
currently proposed and Moody's review of final documentation.
RATINGS RATIONALE
Aragorn Parent Corporation's (dba OverDrive) credit profile
reflects moderate operating scale, narrow product focus, and
elevated financial leverage. Public libraries account for over 80%
of total revenue and uncertainty around public libraries' funding
could potentially weigh on operating performance. OverDrive
benefits from its solid market position in global
business-to-business digital content distribution, large customer
network of public libraries and schools, and broad content catalog
of ebooks, audiobooks, and videos from various publishers and
imprints.
Pro forma for the incremental debt, Moody's adjusted debt to cash
EBITDA (adding back amortization of product development costs and
deducting cash paid on product development costs) is 6.5x as of LTM
June 2024. Absent further acquisitions or dividend transactions,
Moody's expect leverage to decline to 6x by the end of 2025 and
improve further to high-5x in 2026 driven by growth in audiobooks
and growth opportunities in the education and corporation segments.
Moody's adjusted cash EBITDA margin is expected to expand to
high-18% to low-19% during the same period driven by improved
operating leverage resulting from higher revenue and shift in sales
mix.
Moody's expect OverDrive to maintain good liquidity over the next
12-18 months supported by $54 million of cash holdings as of June
2024, $30-$35 million in annual free cash flow and access to an
undrawn $70 million revolving credit facility expiring in June
2028. These sources of cash will provide sufficient coverage for
basic cash needs, including annual interest expense of $65 million,
capital investments including product development costs of $12-$13
million and working capital needs. Moody's do not expect OverDrive
to draw on the revolver over the next 12-18 months given its cash
flow generation.
OverDrive has a $70 million revolving facility that expires in June
2028 and upsized $725 million first lien term loan due December
2028. There are no financial covenants under the term loan, and the
revolving credit facility has a springing net first lien leverage
covenant when 35% of the revolver is drawn. The covenant is set
wide, at 8.5x net first lien leverage with no step-downs, providing
significant cushion.
The B2 ratings on the first lien senior secured credit facilities
reflects the probability of default of the company, as reflected in
the B2-PD PDR and an average expected family recovery rate of 50%
at default given an all-bank debt structure with a springing
financial covenant that is only applicable to the revolver.
OverDrive's ESG Credit Impact Score of CIS-4 reflects governance
risks driven by an acquisitive track record, an aggressive
financial strategy under its private equity sponsor ownership and
limited independent members of the board.
The stable rating outlook reflects Moody's view that OverDrive will
expand revenue and EBITDA in the low-to-mid single digits over the
next 12-18 months driven by its strong position within the digital
media distribution business and steady demand for digital content.
Moody's further expect the company to reduce its leverage primarily
through EBITDA growth.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if OverDrive is able to diversify its
client segments to mitigate the significant reliance on the public
library end market and deliver consistent revenue and EBITDA growth
resulting in Moody's adjusted debt to cash EBITDA sustained below
4.0x and free cash flow to debt above 10%. Also, the company would
need to maintain a good liquidity position and exhibit prudent
financial policies.
The ratings could be downgraded if the company fails to achieve
expected revenue and EBITDA growth such that debt to cash EBITDA is
sustained above 6.0x. Any additional debt-funded acquisitions or
dividend recapitalization that could delay deleveraging or
deteriorate liquidity could also pressure the ratings.
OverDrive is a digital content distribution platform primarily used
by public libraries, schools and corporations. The platform enables
customers to provide ebooks, audiobooks, streaming video, magazines
and other digital content to their patrons, students and employees
through the company's applications, including Libby, Sora and
Kanopy. Revenue was $595 million for the last twelve months ending
June 2024. The company is majority-owned by affiliates of Kohlberg
Kravis Roberts & Co LP (KKR).
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
ARENA GROUP: Falls Short of NYSE's Minimum Equity Rule
------------------------------------------------------
The Arena Group Holdings, Inc. announced that it received a
notification on October 2, 2024 from NYSE American, informing the
Company that it is not in compliance with the minimum stockholders'
equity requirements of Sections 1003(a)(i), 1003(a)(ii) and
1003(a)(iii) of the NYSE American Company Guide requiring
stockholders' equity of:
(i) $2 million or more if the Company has reported losses from
continuing operations and/or net losses in two of its three most
recent fiscal years,
(ii) $4 million or more if the Company has reported losses from
continuing operations and/or net losses in three of the four most
recent fiscal years, and
(iii) $6 million or more if the Company has reported losses from
continuing operations and/or net losses in its five most recent
fiscal years, respectively.
The Company has until November 1, 2024, to submit a plan of actions
it has taken or will take to regain compliance with the continued
listing standards by April 2, 2026, which is 18-months from receipt
of the Letter. The Company intends to submit a plan to regain
compliance with NYSE American listing standards. If the NYSE
American accepts the Plan, the Company will be able to continue its
listing during the Plan period and will be subject to periodic
reviews including quarterly monitoring for compliance with the Plan
until it has regained compliance.
The Letter has no immediate effect on the listing or trading of the
Company's common stock on the NYSE American and, if the Plan is
approved and adhered to, during the Cure Period. Furthermore, the
Company's receipt of the Letter from the NYSE American does not
affect the Company's business, operations or reporting requirements
with the U.S. Securities and Exchange Commission.
About The Arena Group
Headquartered in New York, The Arena Group Holdings, Inc. --
www.thearenagroup.net -- is a media company that leverages
technology to build deep content verticals powered by anchor brands
and a best-in-class digital media platform empowering publishers
who impact, inform, educate, and entertain. The Company's strategy
is to focus on key subject matter verticals where audiences are
passionate about a topic category (e.g., sports and finance),
leveraging the strength of its core brands to grow its audience and
increase monetization both within its core brands and for its media
publisher partners. The Company's focus is on leveraging its
Platform and brands in targeted verticals to maximize audience
reach, enhance engagement, and optimize monetization of digital
publishing assets for the benefit of its users, its advertiser
clients, and its greater than 40 owned and operated properties, as
well as properties it runs on behalf of independent Publisher
Partners. The Company owns and operates TheStreet, The Spun,
Parade, and Men's Journal, and powers more than 320 independent
Publisher Partners, including the many sports team sites that
comprise FanNation.
Arena Group Holdings reported a net loss of $55.6 million for the
year ended December 31, 2023, compared to a net loss of $70.9
million for the year ended December 31, 2022. As of March 31, 2024,
the Company had $120.29 million in total assets, $269.68 million in
total liabilities, $168,000 in total mezzanine equity, and a total
stockholders' deficiency of $149.55 million.
New York, NY-based Marcum LLP, the Company's auditor since 2019,
issued a "going concern" qualification in its report dated April 1,
2024, citing that the Company has a significant working capital
deficiency, has incurred significant losses, and may need to
restructure its debt to meet its obligations and sustain its
operations. These conditions raise substantial doubt about the
Company's ability to continue as a going concern.
ARU PHARMA: Updates Unsecured Claims Pay Details
------------------------------------------------
Aru Pharma Inc., submitted a First Amended Disclosure Statement in
connection with its First Amended Chapter 11 Plan of Liquidation
dated September 12, 2024.
The Debtor believes that the terms of its proposed Plan are fair
and equitable, and provide Creditors and Claimants with the best
available distribution for and on account of their pre-Confirmation
Claims against the Debtor.
Class 1 designated under and by the Plan consists of all Persons or
Entities who hold Allowed General Unsecured Claims against the
Debtor. The Debtor shall pay all of its available cash, after the
payment in full of all Administration Expenses and the holdback of
$5,000.00 for the payment of expenses that will be incurred in
winding up the Debtor's affairs (including, but not limited to
professional fees), to the holders of Claims includable in Class 1,
on a pro-rata basis, without interest, in one lump-sum payment
payable on the Effective Date. Based on the foregoing analysis, the
Debtor believes that the total Claims that will includable in this
class aggregate $281,426,003.60.
It is anticipated that on the Effective Date the Debtor will have
available cash in the approximate sum of $387,000.00. After
deducting the Administration Expenses in the approximate sum of
$120,000.00 and the wind-up expenses of $5,000.00, it is
anticipated that there will be $262,000.00 available for
distribution to Class 1 Claimants under the Debtor's Plan, which is
an approximate .00093097% percent distribution to each holder of a
Class 1 Claim.
Class 2 designated under and by the Plan consists of Allowed Stock
Interests. There shall be no dividends on any Class of corporate
stock declared or distributed pending the full and final payment of
all sums required under Section 5.1 of the Plan.
All monies which shall be used to make the payments to all holders
of Administrative claims, Priority Tax claims and Class1 Claims
shall be derived from the proceeds of the liquidation of the
Debtor's assets. As of the date hereof, all of the Debtor's assets
have been liquidated and the proceeds are currently being
maintained in the Debtor's Debtor-In-Possession bank account (the
"DIP Account").
As of the date hereof, the balance of the Debtor's DIP Account is
$387,616.52. There are no additional sums being added to the DIP
Account so that sum is not expected to increase. Thus, these funds
shall be used to wholly fund the payments required to be made under
the Debtor's Plan.
A full-text copy of the First Amended Disclosure Statement dated
September 12, 2024 is available at https://urlcurt.com/u?l=eMk7UN
from PacerMonitor.com at no charge.
Counsel to the Debtor:
Michael G. Mc Auliffe, Esq.
THE LAW OFFICE OF MICHAEL G. MC AULIFFE
68 South Service Road
Suite 100
Melville, NY 11747
Tel: 516-927-8413
Fax: 516-927-8414
Email: mgmlaw@optonline.net
About Aru Pharma
Aru Pharma Inc., a manufacturer of drugs and pharmaceuticals in
Yonkers, N.Y., filed a petition for relief under Chapter 11 of the
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 23-22157) on Feb. 27,
2023. In the petition filed by Rajammal Jayakumar, proposed
executrix of the Estate of Arumugan Jayakumar, the Debtor reported
total assets of $109,091 and total liabilities of $1,409,828.
Judge Sean H. Lane oversees the case.
The Debtor tapped Michael G. Mc Auliffe, Esq., at The Law Office of
Michael G. Mc Auliffe as bankruptcy counsel and Neil Flynn, Esq.,
at The Russell Friedman Law Group, LLP as special counsel.
AUCTION.COM HOLDING: S&P Downgrades ICR to 'CCC+', Outlook Stable
-----------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on
California-based Auction.com Holding Co. Inc. to 'CCC+' from 'B-'
and its issue-level rating on the company's first-lien debt to
'CCC+' from 'B-'. S&P also revised the recovery rating on the
company's first-lien debt to '4' from '3'.
S&P said, "The stable outlook reflects our belief that despite
expected revenue declines in 2024 and into 2025, Auction.com has
sufficient liquidity, including balance sheet cash to sustain its
operations over the next 12 months.
"We expect Auction.com's leverage will remain elevated, at well
above 10x, with limited prospects for deleveraging over the next
few years. The company's operational recovery has taken longer
than was anticipated. We now expect revenue and EBITDA will be
lower in 2024 and 2025 than we previously forecasted. The pace and
magnitude of Auction.com's recovery, which is linked to the volume
of distressed residential real estate foreclosures, is highly
uncertain and difficult to accurately predict." Furthermore, the
company's narrow business focus on the distressed real estate
markets renders it highly dependent on cyclical distressed
residential U.S. real estate volumes determined by external
factors, such as mortgage rates, unemployment rates, and property
values. Despite foreclosure starts approaching pre-pandemic levels,
foreclosure sales or brought-to-auction (BTA) volumes are lagging
due to several factors, including increased homeowner equity, which
allows homeowners to monetize their equity and higher interest
rates that have resulted in relatively lower home purchases,
keeping distressed real estate volumes depressed.
For the first six months of 2024, revenue declined by 6.4%, year
over year while adjusted EBITDA margins improved to 27%, up from
17.5%. S&P said, "Although management has done a good job of
reducing costs to align with demand, we are unsure of its
flexibility to significantly reduce costs further in a prolonged
recovery. As a result, we expect the company will continue to burn
somewhere around $10 million-$15 million of cash in 2024 and 2025.
Auction.com's S&P Global Ratings-adjusted leverage was 42x as of
June 30, 2024, while adjusted interest coverage is thin at below
1x. As of June 30, 2024, the company's debt includes $394 million
of first-lien debt outstanding due May 2028 and $832 million of
preferred stock that we treat as debt due to their debt-like
characteristics. Although Auction.com has the option to pay its
preferred dividends in cash or on an accrual basis, we expect it
will continue to defer its cumulative cash dividend payments as it
prioritizes liquidity preservation and growth initiatives. Based on
the high paid-in-kind (PIK) interest rate under the preferred stock
and our forecast assumptions for revenue and EBITDA, we believe
leverage will remain elevated over the next few years. The
redemption provisions under the company's preferred stock require
Auction.com to deleverage over time to allow for the eventual
refinancing of the instrument in 2028. We believe the viability of
the company's capital structure will depend on favorable business,
and economic conditions and management's ability to significantly
grow profits over the next two to three years to ensure repayment
of more than $1 billion of debt at par at maturity in 2028."
Auction.com's adequate liquidity and long-dated maturity profile
provides cushion as the company seeks to improve its financial
results and to potentially avoid a restructuring scenario. As of
June 30, 2024, Auction.com had roughly $149 million of available
liquidity, including about $139.5 million in cash and $9.5 million
of borrowing availability under its $27 million undrawn revolving
credit facility. In S&P's view, the company's available liquidity
and having no substantial debt maturities until its term loan comes
due in May 2028, makes a payment crisis within the next 12 months
unlikely. It also provides some runway for the company's financial
results to improve, potentially to a level that it could sustain
positive free operating cash flow (FOCF) generation and EBITDA
interest coverage well above 1x.
Auction.com continues to hold its dominant market share in the U.S.
residential distressed real estate market despite ongoing cyclical
challenges. Auction.com operates in the niche distressed
residential real estate market, with limited product and service
diversity. As a result, its revenues are dependent on distressed
real estate inventory volumes, which are cyclical, volatile, and
outside of the company's control. S&P said, "Nonetheless, we expect
its business to remain resilient due to its solid market share,
good relationships with banks that own the mortgages and supply
distressed real estate inventory, and established platform for
distressed real estate investors. We understand that its online
platforms for foreclosed and real estate owned (REO) assets are
faster and more cost effective than traditional offline auctions."
S&P said, "The stable outlook reflects our expectation that despite
expected continued negative free operating cash flow and revenue
declines, Auction.com will have sufficient liquidity, including
balance sheet cash, to sustain its operations over the next 12
months.
"We could lower the rating if we believe the company will face a
near-term liquidity crisis or default. This could occur if
foreclosure volumes show higher-than-expected declines and the
company is unable to further reduce operating costs, leading to
steeper-than-expected EBITDA declines and increased cash burn.
"We could raise our rating on Auction.com if the company generates
positive FOCF on a sustained basis, improves its adjusted EBITDA to
interest expense to at least 1.5x, and reduces leverage to 4.5x,
supported by a significant improvement in foreclosure volumes or
strategic initiatives. An upgrade is also contingent on our belief
the company would be able to refinance its first-lien debt and
preferred stock ahead of maturities."
B.A.S.S. & M. INC: Files for Chapter 11 Bankruptcy
--------------------------------------------------
B.A.S.S. & M. Inc. filed Chapter 11 protection in the Northern
District of Illinois. According to court filing, the Debtor
reports between $1 million and $10 million in debt owed to 1 and 49
creditors. The petition states funds will be available to
unsecured creditors.
About B.A.S.S. & M. Inc.
B.A.S.S. & M. Inc. is primarily engaged in renting and leasing real
estate properties.
B.A.S.S. & M. Inc. sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Ill. Lead Case No. 24-15381) on Oct. 16,
2024. In the petition filed by Suzie B. Wilson, as authorized
representative, the Debtor reports estimated assets and liabilities
between $1 million and $10 million each.
The Debtors tapped ARENTFOX SCHIFF LLP as general bankruptcy
counsel, and ROCK CREEK ADVISORS, LLC, as financial advisor.
STRETTO, INC., is the claims agent.
BARRISTER AND MANN: Gets Interim OK to Use Cash Collateral
----------------------------------------------------------
Barrister and Mann, LLC received interim approval from the U.S.
Bankruptcy Court for the Northern District of New York to use the
cash collateral of its pre-bankruptcy secured creditors.
The interim order authorized the use of cash collateral to fund
operating expenses consistent with the company's budget, with a 10%
variance.
Any unauthorized expenditure could lead to termination of cash
collateral use, according to the order issued by Judge Patrick
Rade.
KeyBank N.A. and other secured creditors will be granted adequate
protection of their interests in the pre-bankruptcy collateral in
an amount equal to the aggregate diminution in the value of their
interests in the collateral. In addition, KeyBank will receive
monthly payments of $2,296.57.
About Barrister and Mann
Barrister and Mann, LLC filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. N.D.N.Y. Case No.
24-60635) on August 5, 2024, with up to $500,000 in assets and up
to $1 million in liabilities.
Judge Patrick G. Radel oversees the case.
Michael Leo Boyle, Esq., at Boyle Legal, LLC represents the Debtor
as bankruptcy counsel.
BASIC FUN: Court Confirms Reorganization Plan
---------------------------------------------
Dorothy Ma of Bloomberg Law reports that US Bankruptcy Judge Craig
Goldblatt announced he will approve Basic Fun Inc.'s reorganization
plan after the toy seller filed for Chapter 11 bankruptcy in June
2024.
The Plan outlines full recovery for priority claims and some other
claims, while pre-petition mezzanine claims are projected to
recover around 85%, according to court filings.
During the October 21, 2024's hearing, Judge Goldblatt also
authorized a senior exit facility of up to $50 million, set to
mature in three years.
About Basic Fun Inc.
Basic Fun, Inc. -- https://www.basicfun.com/ -- develops and
markets novelty and impulse toys. The Boca Raton-based company
offers collectibles, small dolls, retro and science toys,
pre-school, youth electronics, and construction.
Basic Fun and its affiliates sought relief under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. D. Del. Case No. 24-11432) on June 28,
2024, with $50,000 to $100,000 in both assets and liabilities.
Frank McMahon, chief financial officer, signed the petitions.
Judge Craig T. Goldblatt oversees the cases.
The Debtors tapped Polsinelli, PC, as counsel and Oppenheimer & Co.
Inc. as financial advisor and investment banker. Stretto, Inc. is
the administrative advisor.
BEYOND AIR: Avenue Venture, Affiliates Disclose Stakes as of Oct. 4
-------------------------------------------------------------------
Avenue Venture Opportunities Fund, L.P. disclosed in a Schedule 13G
Report filed with the U.S. Securities and Exchange Commission that
as of October 4, 2024, the Fund and its affiliates -- Avenue
Venture Opportunities Fund II, L.P., Avenue Capital Management II,
L.P., Avenue Venture Opportunities Partners, LLC, Avenue Venture
Opportunities Partners II, LLC, GL Venture Opportunities Partners,
LLC, GL Venture Opportunities Partners II, LLC, and Marc Lasry --
beneficially owned shares of Beyond Air, Inc.'s common stock.
Avenue Venture Opportunities Fund, L.P. directly beneficially owns
an aggregate of:
(a) 2,657,149 shares of common stock, par value $0.0001 per
share
(b) 2,790,686 shares of Common Stock issuable upon exercise of
warrants outstanding. Aggregate ownership by Reporting Person is
subject to a 9.9% ownership limit at any one time.
Avenue Venture Opportunities Fund II, L.P. directly beneficially
owns an aggregate of:
(a) 3,985,723 shares of Common Stock
(b) 4,186,029 shares of Common Stock issuable upon exercise of
warrants outstanding. Aggregate ownership by Reporting Person is
subject to a 9.9% ownership limit at any one time.
As the Manager of the Funds, Avenue Capital Management II, L.P.,
may be deemed to beneficially own securities held by the Funds.
As the general partner of Avenue Venture Opportunities Fund, L.P.,
Avenue Venture Opportunities Partners, LLC may be deemed to
beneficially own securities held by the Fund.
As the general partner of Avenue Venture Opportunities Fund II,
L.P., Avenue Venture Opportunities Partners II, LLC may be deemed
to beneficially own securities held by Fund II.
As the managing member of Avenue Venture Opportunities Partners,
LLC, GL Venture Opportunities Partners, LLC may be deemed to
beneficially own securities held by the Fund.
As the managing member of Avenue Venture Opportunities Partners II,
LLC, GL Venture Opportunities Partners II, LLC may be deemed to
beneficially own securities held by Fund II.
Mr. Marc Lasry is the ultimate beneficial owner of both GL Venture
Opportunities Partners, LLC and GL Venture Opportunities Partners
II, LLC and therefore, may be deemed to beneficially own such
securities of Issuer held by the Funds.
A full-text copy of Avenue Venture's SEC Report is available at:
https://tinyurl.com/bdex78h8
About Beyond Air
Headquartered in Garden City, N.Y., Beyond Air, Inc. --
www.beyondair.net -- is a commercial-stage medical device and
biopharmaceutical company developing a platform of nitric oxide
generators and delivery systems (the "LungFit platform") capable of
generating NO from ambient air. The Company's first device, LungFit
PH, received premarket approval from the FDA in June 2022. The NO
generated by the LungFit PH system is indicated to improve
oxygenation and reduce the need for extracorporeal membrane
oxygenation in term and near-term (34 weeks gestation) neonates
with hypoxic respiratory failure associated with clinical or
echocardiographic evidence of pulmonary hypertension in conjunction
with ventilatory support and other appropriate agents.
East Hanover, New Jersey-based Marcum LLP, the Company's auditor
since 2019, issued a "going concern" qualification in its report
dated June 24, 2024, citing that the Company has incurred
significant losses and needs to raise additional funds to meet its
obligations and sustain its operations. These conditions raise
substantial doubt about the Company's ability to continue as a
going concern.
Beyond Air reported a net loss of $64.30 million for the year ended
March 31, 2024, compared to a net loss of $59.40 million for the
year ended March 31, 2023. As of June 30, 2024, Beyond Air had
$46.50 million in total assets, $28.80 million in total
liabilities, and $17.70 million in total equity.
BHAVICHAND LLC: Starts Subchapter V Bankruptcy Process
------------------------------------------------------
Bhavichand LLC filed Chapter 11 protection in the Northern District
of Texas. According to court filing, the Debtor reports between
$500,000 and $1 million in debt owed to 1 and 49 creditors. The
petition states funds will be available to unsecured creditors.
A meeting of creditors under 11 U.S.C. Section 341(a) is slated for
November 20, 2024 at 9:30 a.m. in Room Telephonically.
About Bhavichand LLC
Bhavichand LLC, doing business as Motel 6 Alvarado, is part of the
traveler accommodation industry.
Bhavichand LLC sought relief under Subchapter V of Chapter 11 of
the U.S. Bankruptcy Code (Bankr. N.D. Tex. Case No. 24-43756) on
Oct. 16, 2024. In the petition filed by Satish D. Patel, as
manager, the Debtor estimated assets between $1 million and $10
million and liabilities between $500,000 and $1 million.
Bankruptcy Judge Edward L. Morris handles the case.
The Debtor is represented:
Joyce W. Lindauer, Esq.
JOYCE W. LINDAUER ATTORNEY, PLLC
1412 Main Street, Suite 500
Dallas, TX 75202
Tel: (972) 503-4033
Email: joyce@joycelindauer.com
BIOLASE INC: Gets Court Okay for Asset Auction in November
----------------------------------------------------------
Rick Archer of Law360 Bankruptcy Authority reports that a Delaware
bankruptcy judge announced on Thursday, October 17, 2024, that
Biolase, a dental laser manufacturer, will be auctioned in early
November, beginning with a $14 million opening bid from a company
involved in a patent dispute with Biolase.
The Court approved a bid deadline of Nov. 1, 2024, at 4:00 p.m.
(ET), an auction of Nov. 4, 2024, at 10:00 a.m. (ET), and a sale
hearing on Nov. 12, 2024 at 1:00 p.m. (ET).
About Biolase Inc.
Biolase, Inc., a company in Foothill Ranch, Calif., and its
affiliates manufacture and market dental laser systems. The
Debtors' proprietary systems allow dentists, periodontists,
endodontists, pediatric dentists, oral surgeons, and other dental
specialists to perform a broad range of minimally invasive dental
procedures, including cosmetic, restorative, and complex surgical
applications.
Biolase and its affiliates filed Chapter 11 petitions (Bankr. D.
Del. Lead Case No. 24-12245) on Oct. 1, 2024. John Beaver,
president and chief executive officer, signed the petitions.
The Debtors reported total assets of $30,641,000 and total
liabilities of $32,767,000 as of June 30, 2024.
Judge Karen B. Owens oversees the cases.
The Debtors tapped Potter Anderson & Corroon, LLP and Pillsbury
Winthrop Shaw Pittman, LLP as legal counsel; SSG Capital Advisors
as investment banker; and B. Riley Financial, Inc. as financial
advisor. Epiq Corporate Restructuring, LLC is the Debtors'
administrative advisor and claims and noticing agent.
BYJU'S ALPHA: Seeks to Extend Plan Exclusivity to Jan. 28, 2025
---------------------------------------------------------------
BYJU's Alpha, Inc., asked the U.S. Bankruptcy Court for the
District of Delaware to extend its exclusivity periods to file a
plan of reorganization and obtain acceptance thereof to January 28,
2025 and March 27, 2025, respectively.
The Debtor explains that it commenced this Chapter 11 Case with the
paramount goal of maximizing the value of its estate for the
benefit of its stakeholders. To that end, in the approximately
eight months since the Petition Date, the Debtor has, among other
things, obtained entry of interim and final orders approving the
Debtor's post-petition financing and prosecuted its complaint (the
"Complaint") against Camshaft Capital Fund, LP, Camshaft Capital
Advisors, LLC, Camshaft Management, LLC, Riju Ravindran, Inspilearn
LLC, and Think and Learn Private Limited, as well as several
appeals related to litigation stemming from the Complaint.
The Debtor claims that the prosecution of the Complaint has been a
labor-intensive process, necessitating the Court's intervention on
multiple occasions. Moreover, successful prosecution of the
Complaint is paramount if the Debtor is to return value to its
creditors. As a result, the Debtor and its representatives have
been required to focus substantially all of their efforts on
advancing this litigation.
The Debtor believes that, in light of the progress that the Debtor
has made in in that regard over approximately the eight months
since the Petition Date, and the Debtor's demonstrated efforts to
work cooperatively with its stakeholders and parties in interest,
it is reasonable and appropriate that the Debtor be granted an
extension of the Exclusive Periods. Accordingly, the Debtor submits
that this factor weighs in favor of extending the Exclusive
Periods.
The Debtor asserts that it has no ulterior motive in seeking an
extension of the Exclusive Periods. The Debtor has worked
diligently over the past few months to maximize estate value
through the prosecution of the Complaint, as efficiently as
possible under the circumstances, and requires the extension sought
by this Motion. The Debtor is not seeking an extension to pressure
creditors or other parties in interest.
The Debtor further asserts that termination of the Exclusive
Periods would adversely impact the Debtor's efforts to preserve and
maximize the value of its estate and the progress of this Chapter
11 Case. Terminating the Exclusive Periods would only serve to
foster a chaotic environment and only add the opportunity for
parties to engage in counterproductive behavior in pursuit of
alternatives that are simply not feasible under the circumstances
of this Chapter 11 Case.
BYJU's Alpha, Inc. is represented by:
YOUNG CONAWAY STARGATT & TAYLOR, LLP
Robert S. Brady, Esq.
Kenneth J. Enos, Esq.
Jared W. Kochenash, Esq.
Timothy R. Powell, Esq.
1000 North King Street
Wilmington, Delaware 19801
Telephone: (302) 571-6600
Facsimile: (302) 571-1253
Email: rbrady@ycst.com
kenos@ycst.com
jkochenash@ycst.com
tpowell@ycst.com
-and-
QUINN EMANUEL URQUHART & SULLIVAN, LLP
Susheel Kirpalani, Esq.
Benjamin Finestone, Esq.
Daniel Holzman, Esq.
Jianjian Ye, Esq.
51 Madison Avenue, 22nd Floor
New York, New York 10010
Tel.: (212) 849 7000
Email: susheelkirpalani@quinnemanuel.com
benjaminfinestone@quinnemanuel.com
danielholzman@quinnemanuel.com
jianjianye@quinnemanuel.com
About BYJU's Alpha
BYJU's Alpha, Inc. designs and develops education software
solutions. The Debtor sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. D. Del. Case No. 24-10140) on Feb. 1,
2024. In the petition signed by Timothy R. Pohl, chief executive
officer, the Debtor disclosed up to $1 billion in assets and up to
$10 billion in liabilities.
Judge John T. Dorsey oversees the case.
Young Conaway Stargatt & Taylor, LLP and Quinn Emanuel Urquhart &
Sullivan, LLP serve as the Debtor's legal counsel.
GLAS Trust Company LLC, as DIP Agent and Prepetition Agent, is
represented in the Debtor's case by Kirkland & Ellis LLP, Pachulski
Stang Ziehl & Jones, and Reed Smith.
CANDLE DELIRIUM: Court Denies Access to Cash Collateral
-------------------------------------------------------
Candle Delirium Inc. failed to win final court approval to use the
cash collateral of its secured creditors to pay its operating
expenses.
The U.S. Bankruptcy Court for the Central District of California
denied the company's bid to use the cash collateral without
prejudice after reviewing the company's status report filed on Oct.
4.
The ruling preserves the effectiveness of prior interim orders
related to the use of cash collateral.
About Candle Delirium
Candle Delirium, Inc. is a retailer of luxury candles and home
fragrance products in Los Angeles, Calif.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. C.D. Calif. Case No. 24-14453) on June 4,
2024, with $422,709 in assets and $3,398,539 in liabilities.
Anthony Carro, Jr., chief executive officer, signed the petition.
Judge Vincent P. Zurzolo oversees the case.
Jeffrey S. Shinbrot, Esq., at Jeffrey S. Shinbrot, APLC, represents
the Debtor as legal counsel.
CEMTREX INC: Forsakringsaktiebolaget Avanza Holds 19.29% Stake
--------------------------------------------------------------
Forsakringsaktiebolaget Avanza Pension disclosed in Schedule 13G
Report filed with the U.S Securities and Exchange Commission that
as of October 8, 2024, it beneficially owned 56,051 shares of
Cemtrex, Inc's common stock, representing 19.29% of the shares
outstanding.
A full-text copy of Avanza Pension's SEC is available at:
https://tinyurl.com/99nvmknt
About Cemtrex
Cemtrex, Inc. was incorporated in 1998 in the state of Delaware and
has evolved through strategic acquisitions and internal growth into
a multi-industry company. During the first quarter of fiscal year
2023, the Company reorganized its reporting segments to be in line
with its current structure consisting of (i) Security, (ii)
Industrial Services, and (iii) Cemtrex Corporate.
As of June 30, 2024, Cemtrex had $43.8 million in total assets,
$43.5 million in total liabilities, $304,967 in non-controlling
interest and $47,956 in total Cemtrex shareholders' equity.
Jericho, New York-based Grassi & Co, CPAs, P.C., the Company's
auditor since 2021, issued a "going concern" qualification in its
report dated Dec. 28, 2023, citing that the Company has sustained
net losses and has significant short-term debt obligations, which
raise substantial doubt about its ability to continue as a going
concern.
CLARITY LAB: Gets Final Approval for $200K Financing From CAG
-------------------------------------------------------------
Clarity Lab Solutions, LLC received final approval from the U.S.
Bankruptcy Court for the Southern District of Florida, West Palm
Beach Division to get a loan from Clarity Acquisition Group, Inc.
to get through bankruptcy.
The final order approved the company's $200,000 loan to fund
working capital for its business, general corporate requirements
and bankruptcy-related expenses. The loan will accrue interest at
8% per annum.
The loan will mature on the earlier of June 1, 2025; the effective
date of a confirmed Chapter 11 plan; the closing date of a sale
under Section 363; conversion or dismissal of the company's
bankruptcy case; or the appointment of a Chapter 11 trustee.
As security, Clarity Acquisition Group will receive an
administrative expense claim, subject to carveout for fees owed to
the U.S. Trustee, Clerk of the Bankruptcy Court, and the company's
legal counsel.
Meanwhile, Clarity Lab Solutions withdrew its request to use the
cash collateral of Thermo Fisher and three other secured
creditors.
About Clarity Lab Solutions
Clarity Lab Solutions LLC is a high complexity clinical laboratory
located in Boca Raton, Fla., which is focused on specialty
syndromic panel PCR + Culture testing.
Clarity Lab filed Chapter 11 petition (Bankr. S.D. Fla. Case No.
24-19243) on September 10, 2024, with $1 million to $10 million in
assets and $10 million to $50 million in liabilities. Richard
Simpson, president of Clarity Lab, signed the petition.
Judge Erik P. Kimball oversees the case.
The Debtor is represented by Bradley S. Shraiberg, Esq., at
Shraiberg Page, PA.
COAT CHECK: Gets Final Approval to Use Cash Collateral
------------------------------------------------------
Coat Check Coffee, LLC and Strange Bird, LLC received final
approval from the U.S. Bankruptcy Court for the Southern District
of Indiana, Indianapolis Division to use the cash collateral of
secured creditors.
The final order issued by Judge Jeffrey Graham approved the use of
cash collateral for operating expenses consistent with the
companies' budget.
To protect the interests of secured creditors, the court granted
them replacement liens on the cash collateral.
The companies had limited cash on hand or on deposit on the
petition date but may be owed payment for their services under
multiple agreements, each of which may constitute their cash
collateral. Clearview Funding Solutions, LLC and several other
secured creditors may assert an interest in the collateral,
according to court filings.
About Coat Check Coffee and Strange Bird
Coat Check Coffee, LLC, an Indianapolis-based company, and its
affiliate Strange Bird, LLC filed Chapter 11 petitions (Bankr. S.D.
Ind. Lead Case No. 24-04651) on Aug. 28, 2024.
At the time of the filing, Coat Check Coffee reported $100,001 to
$500,000 in assets and $1 million to $10 million in liabilities
while Strange Bird reported $50,001 to $100,000 in assets and
$500,001 to $1 million in liabilities.
Judge Jeffrey J. Graham oversees the cases.
Kroger, Gardis & Regas, LLP serves as the Debtors legal counsel.
CONGOLEUM CORP: Professors Asks Court to Reopen Chapter 11 Case
---------------------------------------------------------------
Emily Lever of Law360 Bankruptcy Authority reports that a group of
law professors has called on the Third Circuit to grant Bath Iron
Works a rehearing regarding its attempt to reopen the Chapter 11
case of its former affiliate, Congoleum Corp.
They argue that determining responsibility for various
environmental remediation costs is "of central importance" and
should be addressed by a bankruptcy court rather than a civil
court.
About Congoleum Corp.
Congoleum Corporation -- https://www.congoleum.com/ -- manufactures
and sells vinyl sheet and tile products for both residential and
commercial markets. Its products are used in remodeling,
manufactured housing, new construction, commercial applications,
and recreational vehicles. Congoleum was started in 1828, in
Kirkaldy, Scotland, as a manufacturer of heavy canvas sailcloth,
sold to manufacturers of floorcloth, which was a precursor to
linoleum.
The Company first filed for Chapter 11 protection on Dec. 31, 2003
(Bankr. D.N.J. Case No. 03-51524) to resolve claims asserted
against it related to the use of asbestos in its products decades
prior. Congoleum's reorganization plan became effective as of July
1, 2010. By operation of the reorganization plan, American
Biltrite's ownership interest in Congoleum was eliminated and new
shares in Congoleum were issued to certain of Congoleum's
prepetition creditors. Richard L. Epling, Esq., Robin L. Spear,
Esq., and Kerry A. Brennan, Esq., at Pillsbury Winthrop Shaw
Pittman LLP, and Paul S. Hollander, Esq., and James L. DeLuca,
Esq., at Okin, Hollander & DeLuca, LLP, represented the Debtors.
Congoleum Corporation again sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. D.N.J. Case No. 20-18488) on July 13,
2020. The petition was signed by Christopher O'Connor, the CEO and
president. The Debtor was estimated to have $50 million to $100
million in assets and $100 million to $500 million in liabilities.
The Honorable Michael B. Kaplan presided over the 2020 case. In the
2020 case, Warren A. Usatine, Esq., Felice R. Yudkin, Esq., and
Rebecca W. Hollander, Esq. of Cole Schotz P.C., served as counsel
to the Debtor. B. Riley FBR, Inc. served as financial advisor and
investment banker to the Debtor; and Phoenix Management Services,
LLC, as financial advisor. Prime Clerk LLC was the claims and
noticing agent.
* * *
In October 2020, the Debtors won court approval to sell
substantially all assets to Congoleum Acquisition, LLC, an entity
formed by the noteholder group. The sale provided at least $53
million of consideration to the Debtor's estate consisting of (i)
$28.5 million credit bid, (ii) satisfaction of the outstanding
liability to the DIP Lender totaling approximately $10 million at
closing, (iii) payment of cure costs estimated at $1.3 million,
(iv) assumption of postpetition accounts payable estimated at
$1.5million, (v) payment at closing or assumption of claims
pursuant to Section 503(b)(9) estimated at $800,000,(vi) assumption
of liabilities under a capital lease with VFI estimated at $4.5
million, (vii) assumption (if consented to by the Small Business
Association) of the PPP loan in the amount of$5.7 million, (viii)
assumption of deferred FICA taxes estimated at $640,000 and (ix)
liabilities associated with employee health plan at $150,000. In
addition, in connection with the sale, the buyer, Creditors'
Committee and holders of the Senior Secured Notes entered into a
settlement that provides for consideration to the estate of up to
$1.3 million in addition to the $100,000 in Excluded Cash as
follows: (i) $250,000 on or about the effective date of the Plan;
(ii) $250,000 on or about 6 months after the closing of the sale;
(iii) $500,000 on or about 12 months after closing of the sale;
(iv) $300,000 if and when certain monies presently held in a cash
collateral account by Applied Underwriters for a period when the
Debtor was self-insured for workers' compensation claims are
refunded. The settlement also provides consideration to the
Debtor's estate if the buyer sells the company within five years of
closing of the sale.
A Chapter 11 plan was confirmed in the case on January 11, 2021.
CONNEXA SPORTS: Signs $30MM Exclusive License Deal for YYEM in Asia
-------------------------------------------------------------------
Connexa Sports Technologies Inc., the 20% owner of Yuanyu
Enterprise Management Co., Limited (YYEM), a Hong Kong-based entity
focused on the global Love & Marriage sector, announced that it has
entered into an exclusive license agreement with Guofu Enterprise
Management Co., Limited, a Hong Kong-based entity, covering Hong
Kong, Japan, South Korea, and Southeast Asia (in particular,
Brunei, Cambodia, Indonesia, Laos, Malaysia, Myanmar, the
Philippines, Singapore, Thailand, and Vietnam). Building on an
earlier term sheet, this agreement calls for minimum royalty
payments to YYEM of more than $30 million through 2026.
"This license agreement is part of a series of similar agreements
designed to globalize YYEM's business and clearly establish it as a
leader in the emerging Love & Marriage sector through its patented
AI-led matchmaking process. An agreement was also signed earlier
this week covering the UK and the major markets of Europe. This
latest agreement enables YYEM to capitalize on the substantial
opportunities in the online dating and matchmaking market in East
and Southeast Asia," commented Mike Ballardie, CEO of Connexa.
"The Asia market for dating and matchmaking services is relatively
underdeveloped in comparison with the United States, with
significant potential for growth. The U.S. online dating market has
risen to approximately $1.4 billion in 2023.2 Match and Bumble,
focusing primarily on dating in their home market in the United
States, rose to valuations of approximately $9.8 billion and $1.9
billion, respectively, by the end of 2023.3 Having come to
understand this emerging business sector and the scope of YYEM's
global growth opportunity within the matchmaking market as well as
the online dating market, I am in no doubt that YYEM will be able
to capitalize on these opportunities and provide Connexa
shareholders a chance to share in YYEM's future success," concluded
Ballardie.
"Connexa's 20% ownership stake in YYEM, which will increase to 70%
subject to approval by Nasdaq, is part of management's effort to
secure meaningful enhancements in shareholder value. YYEM's
expansion across East and Southeast Asia, a market with great
upside potential reaffirms the strategic direction taken by
Connexa's management and board earlier this year in concluding an
agreement to acquire YYEM, a company with both a strong balance
sheet and exciting growth prospects, which together will drive
added value for our shareholders," commented Ballardie.
YYEM operates in the emerging Love & Marriage market sector, where
it owns significant proprietary intellectual property unique to
this business sector, covering its licensees' online presence and
underpinning their matchmaker operations. It owns six technologies
related to the metaverse and five AI matchmaking patents, which
together enable access to both Augmented Reality (AR) and Extended
Reality (XR), enhancing its future revenue growth potential. YYEM's
AI technology can also integrate with existing Big Data models and
other larger AI models, such as Huawei Pangu 3, a feature designed
to operationalize its AI and hone its technologies to create
significant business value by helping its licensees deliver
effective matchmaking services and helping their clients find
successful life partnerships.
YYEM has already proven its business model, with one licensee
partner integrating YYEM's technology with their operations across
a network of retail stores, the number of which is expected to grow
substantially over the coming two years.
Hongyu Zhou, Chairman of YYEM, commented, "I am delighted to have
concluded this licensing agreement with our Hong Kong-based partner
covering so many key markets in East and Southeast Asia. Along with
the recently signed license agreement covering the UK and Europe,
this is a key part of my vision to establish YYEM as a global
leader in matching single adults for marriage and lifelong
partnerships, the world over, through a unique AI-led matchmaker
business model that combines online activities with retail store
operations. Our existing license partner has already proven how
successful this business model can be for our licensees, and we
will now work closely with our new Asian and European licensees to
help ensure the success of their matchmaking operations. It is a
very exciting time for YYEM as we expand our business footprint
globally, driving revenue growth that we believe will, in turn,
deliver significant value improvements for current and future YYAI
shareholders."
About Yuanyu Enterprise
Management Co., Limited
Yuanyu Enterprise Management Co., Limited (YYEM) operates across
the rapidly emerging love & marriage sector. YYEM owns numerous
patents, technologies and algorithms that drive its big data and
matchmaking analyses, deriving its current revenues from royalties.
YYEM has multiple term sheets in place for license agreements in
distinct regions around the world.
About Connexa Sports
Headquartered in Windsor Mill, Maryland, Connexa Sports
Technologies Inc. -- www.connexasports.com -- is a connected sports
company delivering products, technologies, and services across a
range of activities in sports. Connexa's mission is to reinvent
sports through technological innovation driven by an unwavering
focus on today's sports consumer.
Lagos, Nigeria-based Olayinka Oyebola & Co., the Company's auditor
since 2023, issued a "going concern" qualification in its report
dated July 24, 2024, citing that the Company suffered an
accumulated deficit of $(167,387,028), net loss of $(15,636,418),
and decline in net sales. These matters raise substantial doubt
about the Company's ability to continue as a going concern.
Connexa Sports reported a net loss of $15.64 million for the year
ended April 30, 2024, compared to a net loss of $71.15 million for
the year ended April 30, 2023.
COPPER RIDGE: Sec. 341(a) Meeting of Creditors on Nov. 21
---------------------------------------------------------
Copper Ridge Apts LLC filed Chapter 11 protection in the Middle
District of Louisiana. According to court documents, the Debtor
reports between $10 million and $50 million in debt owed to 1 and
49 creditors. The petition states funds will be available to
unsecured creditors.
A meeting of creditors under 11 U.S.C. Section 341(a) is slated for
November 21, 2024 at 10:00 a.m. via Telephone Conference.
About Copper Ridge Apts LLC
Copper Ridge Apts LLC is a Single Asset Real Estate debtor (as
defined in 11 U.S.C. Section 101(51B)).
Copper Ridge Apts LLC sought relief under Chapter 11 of the
Bankruptcy Code (Bankr. M.D. La. Case No. 24-10900) on Oct. 16,
2024. In the petition filed by Elizabeth LaPuma, as authorized
agent, the Debtor estimated assets and liabilities between $10
million and $50 million each.
The Debtor is represented by:
William E. Steffes, Esq.
THE STEFFES FIRM, LLC
13702 Coursey Blvd.
Building 3
Baton Rouge, LA 70817
Tel: 225-751-1751
Email: bsteffes@steffeslaw.com
CORNERSTONE GENERATION: S&P Rates Senior Secured Debt 'BB-'
-----------------------------------------------------------
S&P Global Ratings assigned its preliminary 'BB-' rating to
Cornerstone Generation LLC's senior secured credit facilities. The
recovery rating is '3'.'
Energy Capital Partners (ECP), through its project financing
vehicle Cornerstone, is seeking to acquire three gas-fired assets
that are part of Lightstone HoldCo LLC from ArcLight Capital
Partners LLC and Blackstone.
To fund the acquisition, ECP is raising $1.425 billion in
financing, composed of a $1.3 billion senior secured first-lien
term loan B (TLB) and a $125 million senior secured revolving
credit facility (RCF), of which we expect $20 million to be drawn
at close.
The project will include a portfolio of three gas-fired assets with
a total capacity of almost 2.6 gigawatts (GW), all located in the
regional transmission organization (RTO) region of the
Pennsylvania-New Jersey-Maryland (PJM). The remaining coal asset
from Lightstone Holdco LLC, Gavin, will not be part of this new
project financing.
S&P said, "Our 'BB-' ratings reflect our expectation of strong
market fundamentals for the next few years driven by an expected
surge in power demand driven by AI and data centers high energy
consumption, plus the recent strong results in the PJM 2025-2026
capacity auction, which should result in strong cash flow
generation for the upcoming two years. The rating also reflects our
view of high cash flow visibility in the upcoming years due to
energy hedges. We also note the 50% cash flow sweep mechanism is
lower than other recently rated power project financings that
initially have a 75% sweep mechanism.
"Based on our view of the portfolio's expected operating
performance, as well as projections of market-driven variables such
as energy and capacity prices in PJM, we forecast debt service
coverage ratios above 2x during the term loan B period, and a
minimum debt service coverage ratio (DSCR) of about 1.4x in the
post refinancing period, where we model a fully amortizing
repayment profile through 2040.
"The stable outlook reflects our belief that improved energy and
capacity market dynamics and steady operating performance will
allow Cornerstone to achieve DSCRs of above 2x over the life of the
TLB and a minimum DSCR of about 1.4x in the refinancing period. We
project about $760 million of the TLB's 's principal balance to be
due at maturity."
Cornerstone will be composed of three assets with a total capacity
of about 2.6 gigawatts (GW). The assets consist of Lawrenceburg, an
approximately 1.2 GW combined cycle gas turbine (CCGT) facility
located in Lawrenceburg, Ind.; Waterford, a 905 MW CCGT located in
Waterford, Ohio; and Darby, a 472 MW simple cycle peaking facility
located in Mount Sterling, Ohio. All assets are in the RTO region
of PJM and sell power into the American Electric Power (AEP) Dayton
Hub. Cornerstone engages in hedging and bilateral capacity sales,
although it primarily sells energy and capacity on a merchant
basis. The project will ultimately be owned by ECP.
Energy markets, especially PJM, have fundamentally shifted over
2024, driven by data center-induced demand that has exacerbated a
tightening supply situation due to evolving greenhouse gas
regulation. This structural change has improved the debt capacity
of assets and portfolios like Cornerstone. Due to its proximity to
low-cost fuel, fiber, interconnection and other factors, PJM has
emerged as one of the RTOs/independent systems operators (ISOs)
that is set to benefit most from data center demand from a
generator's perspective. Simultaneously, the recent Environmental
Protection Agency (EPA) carbon pollution regulations dampen the
economics of existing coal plants and new build gas plants. The
need for new capacity in the PJM was recently signaled in the
latest capacity auction, with prices clearing at a significant
multiple from previous levels. S&P said, "At around $500 per
kilowatt, Cornerstone's leverage is comparable to that of recent
transactions we've seen in the PJM. We expect this market tightness
will continue over the next several years, resulting in higher
capacity and energy prices that have the potential to strengthen
the cash flows of PJM generator including Cornerstone."
The removal of Gavin significantly reduces regulatory risk and
engenders a sizeable 2.55 GW portfolio of performing gas assets
that have a demonstrated track record of dispatch and operations.
S&P said, "We currently rate the natural gas assets within the
Lightstone Holdco transaction, that also includes the supercritical
coal facility Gavin. Even though Gavin has what we consider to be
adequate financial performance, the transaction rating is
relatively low given the high regulatory risk embedded in having a
coal asset that will need to retire at some time, and the need for
the capital structure to be sustainable without relying on cash
flows from Gavin. The Cornerstone portfolio will be composed of
Lawrenceburg (1.17 GW), Waterford (905 MW), and Darby (472 MW),
three gas-fired assets located across Ohio and Indiana in the RTO
region of PJM, excluding Gavin. Lawrenceburg and Waterford are
efficient CCGT baseload assets, both with heat rates hovering
around 7,000 BTU/KWh and capacity factors averaging around 80% over
2019-2023. Lawrenceburg and Waterford are well-positioned in the
PJM dispatch curve and given their size and efficiency, will likely
play an important role in ensuring grid reliability over the next
several years as PJM is met with increased electricity demand and
strained supply. In the upper 11,000 BTU/KWh range, Darby is a less
efficient simple cycle peaking facility, but we believe it adds an
element of depth and diversity to the portfolio."
S&P said, "We view Cornerstone's multi-asset nature as being a key
credit strength given that it has cash flow diversification if
operational outages happen at any one facility. Most of
Cornerstone's capacity is highly productive, which provides a
degree of differentiation from other portfolios that consist of
assets with lower levels of dispatch. Despite this, Cornerstone is
concentrated in PJM, specifically in the RTO region with all assets
selling power into the AEP Dayton Hub. This introduces
concentration risk, as it makes the portfolio dependent on one
specific region in PJM and puts them at the hands of the same
energy and capacity market forces. The assets are also in relative
proximity to one another, making it possible for an extreme weather
event to affect them all. We note also that AEP Dayton does
provides hedging synergies that can partially mitigate the
concentration risk."
Although the portfolio is slightly older, it has been maintained
and can continue to operate reliably so long as there is continued
investment. The assets in the Cornerstone portfolio reached their
commercial operations dates over 2001-2004. This makes them older
than some of the other facilities S&P rates, including CCGTs that
were built in the late 2010s. However, Lawrenceburg and Waterford
are adequately maintained, both having long-term service agreements
with various counterparties to monitor and repair vital pieces of
equipment such as the gas and steam turbines. Additionally, both
Lawrenceburg and Waterford have had routine maintenance events and
inspections, such as hot gas path inspections, relatively recently.
There are more of these events scheduled over the coming years,
with Lawrenceburg and Waterford implementing a maintenance
scheduled recommended by their original equipment manufacturer. The
facilities have also opted to proactively pull forward maintenance
events at times to prevent the possibility of more serious issues.
The only significant outage in recent history occurred at Waterford
in 2023 when the facility experienced issues with a transformer.
The portfolio has sought to mitigate future outages by recently
acquiring three spare transformers, prudently procuring long-lead
time equipment in advance. The portfolio also has access to a
significant amount of spare equipment. Although these steps do
mitigate the risk of unplanned outages, S&P notes this risk is
always present and will continue to monitor maintenance events and
spending plans.
Cornerstone's hedging profile and high cleared capacity prices will
likely result in significant cash flow generation over the next
several years, providing Cornerstone momentum for deleveraging via
its 50% cash flow sweep mechanism over the same period. In 2025,
Cornerstone has hedged 1,200 MW at sparks spreads in the mid-$18
range, and in 2026 it has hedged 700 MW at spark spreads of about
$20. Hedges executed at attractive levels, along with high clear
capacity prices of about $270 MW-day over the 2025-2026 planning
year, allow for a significant amount of cash to be swept against
the term loan balance over the next several years of our forecast
period. There is visibility into around 70% of gross margin in 2025
and close to 50% of gross margin in 2026 between hedges and cleared
capacity. There are also additional sources of cash flow
predictability, including capacity swaps that run through 2029 and
bilateral capacity sales with utility AEP Indiana Michigan; from
June 2028 to May of 2034, Cornerstone has sold 840 MW of capacity
via bilateral contracts at $135 MW-day. S&P said, "We view these
sales as credit-enhancing in that they solidify cash flows in outer
years when capacity prices are uncleared and uncertain. We
acknowledge that incremental bilateral sales, energy hedges, and
cleared capacity prices at levels higher than what our forecast
currently contemplates could be possible sources of upside as they
can aid in deleveraging or potentially boost coverage in the
refinancing period."
S&P said, "Our minimum DSCR of about 1.4x occurs in the refinancing
period and we project about $760 million of the original principal
to be due at maturity. Like essentially all power projects with
refinancing risk, Cornerstone's minimum DSCR is sensitive to the
amount of cash the project can sweep before maturity. In the
refinancing period, we follow a sculpted repayment profile approach
and assume the debt will be repaid over the remaining asset life.
We note that the 50% sweep mechanism is less robust than several
other projects in our portfolio with sweeps of 75% and/or other
mechanisms such as target debt balance. Additionally, the proposed
terms contemplate permitted tax distributions of $20 million per
year that precede the cash flow sweep. Both factors lead to a
higher debt balance at maturity and therefore a lower minimum DSCR
in the refinancing period. Despite this, the project is still able
to sweep over 40% of the TLB balance before maturity under our
projections.
"Although ECP is a financial sponsor, we do not believe there is
enough evidence currently to suggest this significantly increases
risk for Cornerstone. ECP is the largest private equity owner of
U.S. natural gas-fired generation, and we view them as a seasoned
owner and sponsor. However, this alone does not preclude our rating
on Cornerstone from being negatively affected due to behavior that
deteriorates credit quality for the benefit of the sponsor. Because
we do not have a track record of ECP managing assets in an overly
aggressive manner, we do not currently modify our rating construct
in anticipation of this behavior, like we have done for other
sponsors with such a track record.
"The stable outlook reflects our belief that improved energy and
capacity market dynamics and steady operating performance will
allow Cornerstone to achieve DSCRs of above 2x over the life of the
TLB and a minimum DSCR of about 1.4x in the refinancing period. We
project about $760 million of the TLB's principal balance to be due
at maturity.
"We could consider a negative rating action if Cornerstone's DSCR
falls below 1.35x on a sustained basis."
This could occur if:
-- There is material deterioration in spark spreads and cleared
capacity prices.
-- If operational issues reduce generation or increase cost, or if
market or economic factors result in decreased levels of dispatch.
Additionally, S&P could also consider a negative rating action if
Cornerstone is unable to de-lever on pace with its expectations,
resulting in a higher debt balance at maturity and a lower minimum
DSCR in the term loan's refinancing period.
S&P could consider a positive rating action if Cornerstone is able
to de-lever faster than its expectations such that its minimum DSCR
increases beyond 1.8x in the refinancing period.
This could occur if:
-- Cornerstone can realize higher spark spreads than S&P
anticipates over its forecast, or if PJM capacity prices clear
higher than its current expectations;
-- Cornerstone can lock in cash flows via bilateral capacity sales
at prices higher than we anticipate, or if Cornerstone's dispatch
increases significantly beyond what its forecast contemplates; and
-- Cash flow sweeps are above our expectations during the TLB
period so the amount outstanding at refinancing is materially lower
than the expected $760 million.
CORRELATE ENERGY: Flaviu Forgaciu Named New CEO
-----------------------------------------------
Correlate Energy Corp. disclosed in a Form 8-K Report filed with
the U.S. Securities and Exchange Commission that the Company
received the resignation of Todd Michaels as Chief Executive
Officer, however, Mr. Michaels shall remain as the President of the
Company until October 31, 2024.
On October 4, 2024, the Company's board of directors appointed
Flaviu Forgaciu, a member of the board, to fill the role of CEO.
Mr. Michaels resignation as the Company's CEO was not the result of
any disagreement with the practices, policies or operations of the
Company. In connection with Mr. Michaels resignation as CEO, and as
President to be effective on October 31, 2024, the Company and Mr.
Michaels entered into the separation agreement and mutual general
release agreement.
A full-text copy of the Separation Agreement and Mutual General
Release dated October 4, 2024, is available at:
https://tinyurl.com/56dykvv4
About Correlate Energy
Correlate Energy Corp. (OTCQB: CIPI), formerly Correlate
Infrastructure Partners Inc., through its main operating
subsidiary, Correlate Inc., offers a complete suite of proprietary
clean energy assessment and fulfillment solutions for the
commercial real estate industry. The Company believes scaling
distributed clean energy solutions is critical in mitigating the
effects of climate change. The Company believes that it is at the
forefront in creating an industry-leading energy solution and
financing platform for the commercial and industrial sector. The
Company sees tremendous market opportunity in reducing
site-specific energy consumption and deploying clean energy
generation and energy efficiency solutions at scale.
Correlate Energy reported net losses of $12,788,399 and $7,162,908
for the years ended December 31, 2023 and 2022, respectively. As of
June 30, 2024, Correlate Energy had $3,612,395 in total assets,
$6,282,756 in total liabilities, and $2,670,361 in total
shareholders' deficit.
Dallas, Texas-based Turner, Stone & Company LLP, the Company's
auditor since 2006, issued a "going concern" qualification in its
report dated April 1, 2024, citing that the Company has suffered
recurring losses from operations and has a net capital deficiency
that raise substantial doubt about its ability to continue as a
going concern.
DCERT BUYER: Moody's Rates New $195MM First Lien Term Loan 'B2'
---------------------------------------------------------------
Moody's Ratings assigned a B2 rating to DCert Buyer, Inc.'s
(DigiCert) new $195 million senior secured first lien term loan.
Concurrently, Moody's affirmed the B3 corporate family rating,
B3-PD probability of default rating, the B2 rating on the company's
senior secured first lien bank credit facilities, and the Caa2
rating on the company's senior secured second lien bank credit
facility. The outlook is stable.
The incremental $195 million first lien term loan, along with cash,
will be used to fund the acquisition of Vercara. Vercara is a
provider of cloud security solutions, inclusive of managed
Authoritative Domain Name System (DNS) and Distributed Denial of
Service (DDoS) security solutions. The acquisition will contribute
to the company's Digicert One PKI platform.
RATINGS RATIONALE
The B3 CFR reflects Digicert's elevated financial leverage, product
concentration risk with high dependence on SSL certificates, and a
very aggressive financial policy evidenced by mostly debt-funded
shareholder distributions totaling around $1.5 billion since 2021
($1.4 billion of which occurred in Q4 2021). The company's revenue
scale further constrains its credit profile. DigiCert benefits from
strong EBITDA margins, leading market position, and adequate
liquidity.
DigiCert operates in a niche industry, so the opportunity to gain
meaningful scale will need to come from growth in emerging business
lines, including managed public key infrastructure (PKI) or its
broader Digital Trust offering, either organically or through
acquisition. Liquidity is adequate, with ample cash and full
revolver availability. The company's high EBITDA margins partially
mitigates very high leverage, and Moody's expect adjusted cash
debt/EBITDA will make consistent improvement.
Digicert's adequate liquidity is supported by $149 million in cash
as of July 31, 2024 (a portion of which will go towards the
transaction, bringing PF cash to around $75 million) and an undrawn
revolver with a capacity of $125 million. Moody's expect a return
to positive free cash generation in the next 12-18 months following
earnings growth, improvements in working capital and change in
deferred revenue, and an improvement in the interest rate
environment. Slower than expected improvements in working capital
and change in deferred revenue, a lack of adequate earnings growth,
and continued pressures from the interest rate environment can
challenge this assumption of cash generation.
The stable outlook reflects Moody's expectation that DigiCert will
continue growing revenue and EBITDA such that its debt to
cash-adjusted PF EBITDA will improve toward 7x in the next 12-18
months and under 8x on a non-cash adjusted basis. Pro forma for
both Vercara's EBITDA as well as cost savings associated with both
standalone DigiCert and the acquisition, the company's combined
leverage is in the mid 8x range (on both a cash and non-cash
adjusted basis) for the July 31, 2024 LTM period. Deleveraging will
come from a combination of organic growth and some margin expansion
following cost actions and realization of investments. The stable
outlook also reflects the expectation that DigiCert will address
its 2026 maturities in a timely manner.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Ratings could be upgraded if DigiCert continues to profitably grow
revenues, sustains debt/EBITDA below 6x with FCF/Debt of around the
high single digits, and maintains good liquidity.
Ratings could be downgraded if there is an inability to grow
revenues or adjusted EBITDA margins deteriorate, reflecting
heightened competition or poor execution. Ratings could also be
downgraded if adjusted debt to cash EBITDA is not showing signs of
improving toward 7x, if FCF remains negative or there are other
signs of deteriorating liquidity. Lack of timely addressment of
debt maturities can also lead to a downgrade.
DigiCert, headquartered in Lehi, UT, is a leading provider of
website security solutions with emphasis on device authentication
and data encryption. The company has over 600,000 customers
including Fortune 500 corporations, SMB enterprises, government
institutions, and educational organizations. DigiCert is
majority-owned by private equity firms Clearlake Capital Group, TA
Associates, and Crosspoint Capital Partners. PF Revenue for the LTM
period ended July 30, 2024 was around $711 million.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
DERMTECH INC: Seeks to Extend Plan Exclusivity to Jan. 14, 2025
---------------------------------------------------------------
DermTech, Inc. and DermTech Operations, Inc., asked the U.S.
Bankruptcy Court to extend their exclusivity periods to file a plan
of reorganization and obtain acceptance thereof to January 14, 2025
and February 13, 2025, respectively.
This is the Debtors' first request for an extension of the
Exclusive Periods. The Debtors submit that cause exists to extend
the Exclusive Periods and that the following factors, among others,
weigh in favor of such extension:
* These chapter 11 cases are large and complex. Among other
things, the Debtors spent the first two months of these chapter 11
cases transitioning into chapter 11, conducting the post-petition
sale process, ultimately obtaining entry of the Sale Order, and
closing the Sale. The sale process and subsequent closing and
transition to the Buyer required (and continues to require)
significant effort on behalf of the Debtors' management, employees
and advisors and involved complex negotiations with the Committee,
the Buyer, the Debtors' landlord, and other interested parties.
* The Debtors are not seeking an extension of the Exclusive
Periods to pressure or prejudice any of their stakeholders. The
Debtors have been diligently moving these chapter 11 cases forward
and are in active discussions with the Committee regarding the
contours of a Chapter 11 plan. Thus, the Debtors' request for an
extension of the Exclusivity Periods is not being made for the
impermissible purpose of pressuring creditors to agree to a plan of
reorganization.
* Termination of the Exclusive Periods would adversely impact
the administration of these chapter 11 cases. If the Court were to
deny the Debtors' request for an extension of the Exclusive
Periods, upon the expiration of the Exclusive Filing Period, any
party in interest would be free to propose a chapter 11 plan for
the Debtors and solicit acceptances thereof. Such a ruling could
foster a chaotic environment for the Debtors and their estates,
significantly delay the administration of these chapter 11 cases,
and otherwise impair the Debtors' ability to prosecute these
chapter 11 cases without any corresponding benefit to the Debtors'
estates and creditors.
Following the closing of the Sale, the Debtors and their advisors
have been focused on, among other things, the complex and time
consuming transition of the Debtors' assets and operations to the
Buyer and the formulation of a chapter 11 plan, including engaging
in discussions with the Committee concerning the same. While the
Debtors are working diligently to facilitate a successful
conclusion to these chapter 11 cases, the Debtors require more time
in which to formulate and propose a chapter 11 plan.
Counsel to the Debtors:
Erin R. Fay, Esq.
Shane M. Reil, Esq.
Catherine C. Lyons, Esq.
Heather P. Smillie, Esq.
222 Delaware Avenue, Suite 800
Wilmington, Delaware 19801
Telephone: (302) 304-7600
E-mails: efay@wsgr.com
sreil@wsgr.com
clyons@wsgr.com
hsmillie@wsgr.com
About Dermtech Inc.
San Diego, Calif.-based DermTech, Inc., is a molecular diagnostic
company developing and marketing novel non-invasive genomics tests
to aid in the diagnosis and management of melanoma.
DermTech, Inc. and DermTech Operations filed Chapter 11 petitions
(Bankr. D. Del. Lead Case No. 24-11378) on June 18, 2024. At the
time of the filing, both Debtors reported $50 million to $100
million in both assets and liabilities.
Judge John T. Dorsey oversees the cases.
The Debtors tapped Wilson Sonsini Goodrich & Rosati, P.C. as
bankruptcy counsel; AlixPartners, LLC as financial advisor; and TD
Cowen as investment banker. Stretto, Inc. serves as the Debtors'
claims and noticing agent and administrative advisor.
The official committee to represent unsecured creditors retained
Hogan Lovells US LLP as counsel, Potter Anderson & Corroon LLP as
Delaware counsel, and Berkeley Research Group, LLC, as financial
advisor.
DIAMOND SPORTS: Includes Miami Marlins on Post-Bankruptcy Plans
---------------------------------------------------------------
CableFax reports that Diamond Sports has revised its
post-bankruptcy strategy, informing the Southern Texas Bankruptcy
Court on Friday, October 18, 2024, that it will continue
broadcasting Miami Marlins games, after previously only committing
to carrying the Atlanta Braves if it emerges from Chapter 11.
Additionally, the Bally Sports regional sports networks will
officially be rebranded as FanDuel Sports Networks starting Monday,
following Judge Christopher Lopez's approval of the naming rights
partnership between Diamond and FanDuel. Notably, both companies
expressed a shared goal of developing a unified direct-to-consumer
app that would integrate FanDuel TV programming with live sports
broadcasts on the FanDuel Sports Network.
About Diamond Sports Group
Diamond Sports Group, LLC, and its affiliates own and/or operate
the Bally Sports Regional Sports Networks, making them the nation's
leading provider of local sports programming. DSG's 19 Bally Sports
RSNs serve as the home for 42 MLB, NHL, and NBA teams. DSG also
holds joint venture interests in Marquee, the home of the Chicago
Cubs, and the YES Network, the local destination for the New York
Yankees and Brooklyn Nets. The RSNs produce about 4,500 live local
professional telecasts each year in addition to a wide variety of
locally produced sports events and programs. DSG is an
unconsolidated and independently run subsidiary of Sinclair
Broadcast Group.
Diamond Sports Group and 29 of its affiliates sought relief under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case
No. 23-90116) on March 14, 2023. In the petition signed by David F.
DeVoe, Jr., as chief financial officer and chief operating officer,
Diamond Sports Group listed $1 billion to $10 billion in both
assets and liabilities.
Judge Christopher M. Lopez oversees the cases.
The Debtors tapped Paul, Weiss, Rifkind, Wharton & Garrison, LLP
and Porter Hedges, LLP as bankruptcy counsel; Wilmer Cutler
Pickering Hale, Dorr, LLP and Quinn Emanuel Urquhart & Sullivan,
LLP as special counsel; AlixPartners, LLP as financial advisor;
Moelis & Company, LLC and LionTree Advisors, LLC as investment
bankers; Deloitte Tax, LLP, as tax advisor; Deloitte Financial
Advisory Services, LLP, as accountant; and Deloitte Consulting, LLP
as consultant. Kroll Restructuring Administration, LLC is the
claims agent.
The U.S. Trustee for Region 7 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases. The
committee tapped Akin Gump Strauss Hauer & Feld LLP as counsel; FTI
Consulting, Inc., as financial advisor; and Houlihan Lokey Capital,
Inc., as investment banker.
DIVERSIFIED HEALTHCARE: Galvanic Portfolios Holds 4.99% Stake
-------------------------------------------------------------
D. E. Shaw Galvanic Portfolios, L.L.C. disclosed in Schedule 13D/A
Report filed with the U.S. Securities and Exchange Commission that
as of October 7, 2024 the firm and its affiliated entities -- D. E.
Shaw Manager II, L.L.C., D. E. Shaw Adviser II, L.L.C., D. E. Shaw
& Co., L.L.C., D. E. Shaw & Co., L.P., and David E. Shaw --
beneficially owned shares of Diversified Healthcare Trust's common
stock.
Based upon the Diversified Healthcare's Form 10-Q filed with the
SEC on August 1, 2024, there were 240,574,611 Shares issued and
outstanding of the Issuer as of July 31, 2024. The 11,994,400
Shares beneficially owned by Galvanic Portfolios represent
approximately 4.99% of the Shares issued and outstanding.
Manager II, as the manager of Galvanic Portfolios, may be deemed to
have the shared power to vote or direct the vote of (and the shared
power to dispose or direct the disposition of) the Subject Shares.
Adviser II, as the investment adviser of Galvanic Portfolios, may
be deemed to have the shared power to vote or direct the vote of
(and the shared power to dispose or direct the disposition of) the
Subject Shares. DESCO LLC, as the managing member of Manager II,
may be deemed to have the shared power to vote or direct the vote
of (and the shared power to dispose or direct the disposition of)
the Subject Shares. DESCO LP, as the managing member of Adviser II,
may be deemed to have the shared power to vote or direct the vote
of (and the shared power to dispose or direct the disposition of)
the Subject Shares. On October 9, 2024, the Reporting Persons
beneficially owned 4.99% of the Shares issued and outstanding. None
of Manager II, Adviser II, DESCO LLC, or DESCO LP owns any of the
Subject Shares directly, and each of Manager II, Adviser II, DESCO
LLC, and DESCO LP disclaims beneficial ownership of the Subject
Shares.
David E. Shaw does not own any Shares directly. By virtue of David
E. Shaw's position as President and sole shareholder of DESCO Inc.,
which is the general partner of DESCO LP, which in turn is the
managing member of Adviser II, which in turn is the investment
adviser of Galvanic Portfolios, and by virtue of David E. Shaw's
position as President and sole shareholder of DESCO II Inc., which
is the managing member of DESCO LLC, which in turn is the managing
member of Manager II, which in turn is the manager of Galvanic
Portfolios, David E. Shaw may be deemed to have the shared power to
vote or direct the vote of, and the shared power to dispose or
direct the disposition of, the Subject Shares as described above.
Therefore, David E. Shaw may be deemed to be the beneficial owner
of the Subject Shares. David E. Shaw disclaims beneficial ownership
of the Subject Shares.
A full-text copy of D. E. SHAW & CO, L.P.'s SEC Report is available
at:
https://tinyurl.com/4dtnnk3f
About Diversified Healthcare Trust
Diversified Healthcare Trust (Nasdaq: DHC) --
https://www.dhcreit.com -- is a REIT organized under Maryland law
that primarily owns medical office and life science properties,
senior living communities, and other healthcare-related properties
throughout the United States. As of June 30, 2024, DHC's
approximately $7.2 billion portfolio included 370 properties in 36
states and Washington, D.C., occupied by approximately 500 tenants,
and totaling approximately 8.4 million square feet of life science
and medical office properties and more than 27,000 senior living
units. DHC is managed by The RMR Group (Nasdaq: RMR), a leading
U.S. alternative asset management company with over $41 billion in
assets under management as of June 30, 2024, and more than 35 years
of institutional experience in buying, selling, financing, and
operating commercial real estate.
Diversified Healthcare Trust disclosed a net loss of $293.57
million for the year ended Dec. 31, 2023, compared to a net loss of
$15.77 million for the year ended Dec. 31, 2022. As of June 30,
2024, Diversified Healthcare Trust had $5.33 billion in total
assets, $3.18 billion in total liabilities, and $2.15 billion in
total shareholders' equity.
* * *
As reported by the TCR on Jan. 24, 2024, Moody's Investors Service
upgraded Diversified Healthcare Trust's (DHC) Corporate Family
Rating to Caa3 from Ca. Moody's said the upgrade of the CFR to Caa3
reflects some partial easing of Moody's concerns over DHC's
immediate capital needs as the new notes' proceeds have been used
to repay the company's 2024 maturities, namely $450 million under
its senior credit facility due 15 January 2024 and $250 million of
unsecured notes due May 1, 2024.
As reported by the TCR on Jan. 5, 2024, S&P Global Ratings raised
its issuer credit rating on Diversified Healthcare Trust (DHC) to
'CCC+' from 'CCC-'. S&P said, "The negative outlook reflects DHC's
ongoing liquidity pressure and the refinancing risk remaining with
material debt maturities in 2025 and 2026. The outlook also
reflects our expectation for a gradual recovery in the operating
performance of the company's senior housing operating property
(SHOP) portfolio, though the pace of this recovery remains
uncertain."
DW TRUST INVESTMENTS: Sec. 341(a) Meeting of Creditors on Nov. 18
-----------------------------------------------------------------
DW Trust Investments LLC filed Chapter 11 protection in the Central
District of California. According to court filing, the Debtor
reports between $1 million and $10 million in debt owed to 1 and 49
creditors. The petition states that funds will be available to
unsecured creditors.
A meeting of creditors under 11 U.S.C. Section 341(a) is slated for
November 18, 2024 at 9:00 a.m. at UST-LA3, TELEPHONIC MEETING.
CONFERENCE LINE:1-866-811-2961, PARTICIPANT CODE: 9609127.
About DW Trust Investments LLC
DW Trust Investments LLC sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. C.D. Cal. Case No. 24-18452) on Oct. 16,
2024. In the petition filed by Daryle J. Rutherford, as member,
the Debtor estimated assets and liabilities between $1 million and
$10 million each.
Bankruptcy Judge Sheri Bluebond handles the case.
The Debtor is represented by:
Michael Jay Berger, Esq.
LAW OFFICES OF MICHAEL JAY BERGER
9454 Wilshire Boulevard, 6th Floor
Beverly Hills, CA 90212
Tel: (310) 271-6223
Fax: (310) 271-9805
E-mail: michael.berger@bankruptcypower.com
DYNASTY ACQUISITION: Moody's Upgrades CFR to Ba3, Outlook Stable
----------------------------------------------------------------
Moody's Ratings upgraded Dynasty Acquisition Co., Inc.'s
(StandardAero) corporate family rating to Ba3 from B3 and upgraded
the probability of default rating to Ba3-PD from B3-PD. Moody's
also assigned a Ba3 rating to Dynasty Acquisition Co., Inc.'s new
$3 billion senior secured bank credit facility, comprised of a $750
million senior secured first lien revolving credit facility
expiring in 2029 and a $2.25 billion senior secured first lien term
loan B due 2031. Concurrently, Moody's assigned a Ba3 rating to
Standard Aero Limited's new senior secured first lien term loan B.
Proceeds from the new senior secured bank credit facility will be
used to refinance the existing senior secured bank credit facility
due 2028. No action was taken on the ratings on the existing senior
secured bank credit facility, because Moody's expect to withdraw
those ratings upon transaction close. Moody's also assigned a
speculative grade liquidity ("SGL") rating of SGL-2 to
StandardAero. The outlook is stable.
The ratings upgrade reflects the strengthening in StandardAero's
financial profile following the company's initial public offering
(IPO) on October 2, 2024. Substantially all of the $1.3 billion
primary IPO proceeds were used to repay the company's $475 million
10% senior notes due 2027 and to pay down $726 million of term debt
due 2028. Moody's expect over time that private equity owners
Carlyle and GIC will materially reduce their ownership stakes in
StandardAero.
"The multi-notch ratings upgrade reflects Moody's recognition of
the marked improvement in StandardAero's credit metrics following
the recent pay down of a large portion of the company's debt.
Moody's anticipate pro forma Moody's-adjusted debt-to-EBITDA of
around 4.2x as of June 30, 2024, with gradual deleveraging
thereafter that will be driven primarily by earnings growth. The
upgrade also reflects Moody's expectations of a more prudent
financial policy with a greater balance between shareholder and
debtholder interests. The upgrade also considers the favorable
backdrop for aerospace engine aftermarket services and Moody's
expectation of steady earnings growth and improved cash generation
over the years to come," said Eoin Roche, Moody's Ratings Senior
Vice President.
RATINGS RATIONALE
The Ba3 CFR reflects the diversity and scale of StandardAero's
engine MRO network which operates across commercial, business
aviation and military end markets. Moody's recognize StandardAero's
position on a diversified portfolio of engine platforms, including
important programs such as the CFM-56, PT6A, CF-34 and LEAP.
Long-term customer agreements, recent platforms and expanded
capacity provide good revenue visibility. Moody's anticipate mid to
high single-digit sales and earnings growth over the next 12 to 18
months, driven by the continued recovery in commercial aviation,
improving operating leverage, a favorable shift in mix and
productivity initiatives. Tempering considerations include on-going
supply chain issues and Moody's expectations of working capital
headwinds which will moderate cash generation over the next year or
two.
The stable outlook reflects Moody's expectations of continued
demand for engine MRO work across StandardAero's end-markets. This
will translate to steady earnings growth and a gradual improvement
in the company's credit metrics.
The SGL-2 speculative grade liquidity rating denotes Moody's
expectation of good liquidity over the next 12 months. Moody's
expect ongoing cash balances to be around $50 million and Moody's
anticipate positive free cash flow with FCF-to-debt in the mid
single-digits. Moody's expect external liquidity to be provided by
the new $750 million revolving credit facility that will expire in
2029. Moody's expect the facility to contain a springing first lien
net leverage ratio, and Moody's anticipate ample cushion with
respect to the covenant.
StandardAero's ESG Credit Impact Score (CIS) was changed to a CIS-3
from a CIS-4. StandardAero's governance score was also changed to a
G-3 from a G-4. The change in the CIS and governance scores
reflects Moody's expectations of a more conservative and measured
financial policy following the company's recent IPO.
The Ba3 rating on the senior secured credit facility is the same as
the Ba3 corporate family rating, reflecting the preponderance of
the facility in the company's capital structure.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Ratings could be upgraded if debt-to-EBITDA is sustained at a level
approaching 3.5 times, if EBITDA margin is maintained in the
low-teens and with free cash flow-to-debt consistently in the mid
to high single-digits.
Ratings could be downgraded if debt-to-EBITDA is sustained above
4.5 times. Weak free cash generation and a continued reliance on
revolver borrowings could also result in a downgrade. Evidence of
increasingly aggressive financial policies as a public company
could also result in a downgrade.
StandardAero, headquartered in Scottsdale, Arizona, is a leading
provider of aircraft engine MRO and aircraft completion and
modification services to the commercial, business, military and
general aviation industries. Revenue for the twelve months ended
June 30, 2024, was around $4.8 billion.
The principal methodology used in these ratings was Aerospace and
Defense published in October 2021.
DYNASTY ACQUISITION: S&P Upgrades ICR to 'BB-' on Strong Markets
----------------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on Dynasty
Acquisition Co. Inc. (dba StandardAero) to 'BB-' from 'B'. S&P also
assigned its issue-level rating on the company's proposed senior
secured debt to 'BB-' from 'B' with a recovery rating of '3'
(rounded estimate: 55%).
S&P said, "Our stable outlook reflects our expectation for
continuing strong demand for aviation maintenance and repair
services, which should contribute to steady improvement in
StandardAero's profitability and credit measures.
"We expect the company to maintain a less aggressive financial
policy following its IPO. StandardAero sharply reduced its
leverage following debt repayment that followed proceeds raised
from its IPO, leading to prospective credit measures much stronger
than historical levels and our previous estimates. The company
repaid $475 million of its senior unsecured notes and $733 million
of its term loan B, and we believe deleveraging is forthcoming. We
estimate StandardAero's adjusted debt to EBITDA of about 3.5-4x in
2024 and 3-3.5x in 2025, which is well below 2023 levels of above
5.0x. In addition, we assume the company will maintain a financial
policy that prioritizes balance sheet strength rather than
shareholder returns, with no material dividends expected at least
through the next 24 months. We expect management to focus on a debt
to EBITDA target of below 3x within the next year or two, which we
view as a more conservative financial policy that we previously
considered. Carlyle Group is expected to maintain its majority
stake in the company for at least the next few years, but we have
revised our financial sponsor assessment (FS-5 from FS-6) on the
company to reflect its much stronger prospective credit measures.
"We expect the StandardAero to be well positioned to benefit from
strong demand within the commercial aerospace maintenance, repair,
and overhaul market. The commercial aerospace MRO market remains
robust, driven by airlines' continued utilization of older assets
to meet demand. We expect this trend to persist due to OEM delivery
rates lagging behind demand, primarily caused by supply chain
bottlenecks and quality issues. StandardAero's strategic
investments in capacity expansion positions the company well to
capture significant demand around highly utilized engine platforms,
notably the CFM56. Additionally, the company has achieved stable
revenue growth within business jet MRO services and expanded its
military engine platform exposure through the acquisition of Aero
Turbine (ATI). The LEAP contract, currently in its early stages of
ramping, will be a substantial growth contributor in future years,
though related operational and execution risks exist. We now expect
revenues to growth between 10% and 15% in 2024 and 2025.
"We expect EBITDA growth and positive free cash flow over the next
12 to 24 months. We anticipate top-line growth to drive EBITDA
expansion, with margins increasing and stabilizing between 12.5%
and 13.5%. In addition, the refinancing of debt and debt paydown
following the IPO will meaningfully reduce the company's debt
service burden. Sizable investments in LEAP and CFM56 capacity
expansion will lead to material near-term net cash usage. However,
we expect working capital usage and capital expenditures (capex)
will normalize next year. Based on higher EBITDA and capex
estimated in the $90 million-$115 million area in 2025, we estimate
StandardAero to generate positive free cash flow generation. We
expect free operating cash flow (FOCF) to debt to measure between
3.0% and 5.0% in 2024, also improving to between 13.0% and 15.0% in
2025. While future acquisitions are possible, we believe estimated
free cash flow provides financial flexibility to limit future
increases in leverage.
"The stable outlook reflects our expectation for Standard Aero to
generate steady improvement in its credit measures and
profitability over the next two years. The company is well
positioned to capitalize on favorable market dynamics, with a much
improved balance sheet. We now forecast debt to EBITDA between 3.5x
and 4x at the end of 2024, improving to between 2.75x and 3.25x in
2025.
"We could lower our rating on Dynasty Acquisition if we expect the
company to generate and sustain adjusted debt-to-EBITDA approaching
5.0x."
This would likely occur if:
-- The demand for aerospace and defense engine MRO materially
declined;
-- The company encountered sustained operating pressures among
establishing itself for new platforms, such as LEAP;
-- Management pursued a financial policy that is more aggressive
than S&P's current expectations including significant debt-funded
acquisitions or dividends.
S&P said, "We could raise our rating on Dynasty Acquisition within
the next 12 months if the company generates debt to EBITDA
comfortably below 3.0x and funds from operations (FFO) to debt of
30%, and we expect these ratios will be sustained. We could also
raise our ratings if the company generates profitability above our
current forecasts, which could strengthen our view of its business
risk."
This could occur if:
-- LEAP program ramps faster than forecasted, with stronger than
expected performance on other high-margin services and platforms;
or
-- Management continues its focus on deleveraging the balance
sheet, with a corresponding change in its financial sponsor
ownership and/or more conservative financial policies.
FACEBANK INT'L: DBRS Confirms 'BB' LongTerm Issuer Rating
---------------------------------------------------------
DBRS, Inc. confirmed the credit ratings of FACEBANK International
Corporation (FACEBANK or the Company), including the Company's
Long-Term Issuer Rating of BB. The trend for all credit ratings is
Stable. The Intrinsic Assessment (IA) for the Company is BB and the
Support Assessment is SA3.
KEY CREDIT RATING CONSIDERATIONS
The credit ratings confirmation and Stable trend reflect FACEBANK's
small niche franchise, strong and consistent earnings and solid
asset quality. Additionally, the credit ratings are underpinned by
FACEBANK's liquid balance sheet and conservative loan underwriting.
Constraining the credit ratings are the Company's limited operating
history, heightened operational risk surrounding BSA/AML compliance
given its customer base, as well as the Company's limited scale and
diversity.
CREDIT RATING DRIVERS
Continued strong execution on strategic initiatives resulting in
increased franchise scale, including a more diverse funding mix,
would result in a credit ratings upgrade. Conversely, an increased
risk appetite, sustained asset quality deterioration or BSA/AML
compliance issues would result in a downgrade of the credit
ratings.
CREDIT RATING RATIONALE
Franchise Combined Building Block (BB) Assessment: Weak/Very Weak
Established in 2006, FACEBANK operates as an International Bank
Entity (IBE) under the laws of the Commonwealth of Puerto Rico. The
IBE charter offers a tax-efficient platform for the bank to provide
U.S. dollar deposit and payment services to foreign customers.
Through its Florida-based mortgage subsidiary, Florida Home Trust,
the Company provides residential mortgage loans to foreign
nationals primarily in South Florida. We note that FACEBANK has no
lending or securities exposure to Puerto Rico.
A key component of its franchise is an online connection with the
Federal Reserve Bank of New York (FRBNY), which allows it to
efficiently clear deposits for its customers, saving both time and
expense. We view this connectivity as a competitive advantage for
FACEBANK, which is contingent on the Company maintaining strong
BSA/AML and corporate governance practices and ongoing reviews from
the FRBNY.
Over its limited operating history, FACEBANK has built a profitable
banking franchise, helping its international customers transact
business in the U.S. Instead of branches, the Company facilitates
its deposit gathering both digitally and through an arrangement
with Customer Service Representatives (CSR). These CSRs,
professionals located primarily in South America, partner with the
Company by referring customers with a need for a U.S. dollar
account to FACEBANK, sharing in the profits from this customer
relationship.
Earnings Combined Building Block (BB) Assessment: Good/Moderate
FACEBANK has shown solid profitability metrics driven by an above
average net interest margin (NIM), supported by low funding costs
and an above average yield on its residential mortgage loan
portfolio, its primary loan category. Additionally, the NIM has
been increasing in recent periods, reflecting higher interest
rates. Profitability is also aided by wire transfer fees, as well
as the IBE charter, which allows the Company to operate essentially
tax exempt.
Risk Combined Building Block (BB) Assessment: Moderate/Weak
FACEBANK's loan portfolio has performed well during the Company's
operating history with low levels of non-accrual loans and no
charge-offs over its operating history. However, the mortgage
portfolio has grown during a period of strong Florida real estate
prices and has not been tested in a downturn. The Company takes on
some additional credit risk through its investment portfolio, which
includes a portion held in corporate bonds, although this portfolio
is predominately investment grade and adequately diversified by
issuer and industry. Morningstar DBRS notes that the Company has
emphasized reinvesting proceeds in more liquid and higher credit
quality investment securities.
FACEBANK's primary loan product is residential mortgages in Florida
to foreign nationals. While this poses additional risks, the
Company mitigates these risks with full underwriting and
conservative loan-to-value (LTV) ratios, including a maximum LTV of
70%, dependent on the type of property and borrower. Over its
operating history, the bank has not repossessed a single property
or recorded any charge-offs in the mortgage portfolio.
Funding and Liquidity Combined Building Block (BB) Assessment:
Moderate/Weak
In addition to its core deposit product, the Company also gathers
deposits from its lending business, requiring a deposit account for
its loan customers, as well as the maintenance of escrow deposits.
These sources result in a relatively stable and granular low-cost
deposit base. The Company has also established alternative sources
of funding, in addition to its on balance sheet liquidity sources.
Of note, the Company maintains over one-third of its balance sheet
in liquid assets and investment securities, including a large
percentage in low credit risk U.S. government securities.
Capitalization Combined Building Block (BB) Assessment: Moderate
Morningstar DBRS views FACEBANK's capitalization as solid, given
its capital generation, well-secured loan portfolio and risk
management practices. In recent periods, capital levels have been
increasing reflecting a reduction in risk-weighted assets as well
as earnings retention. As of June 30, 2024, the Company-calculated
CET1 ratio was a very healthy 20.57%. As a privately-held
institution, FACEBANK's sources of additional capital are limited,
although management has indicated that the Company's ownership does
have the wherewithal to inject additional capital, if needed. Over
the last ten years, internal capital generation has been more than
sufficient to fund balance sheet growth.
Notes: All figures are in U.S. dollars unless otherwise noted.
FARRAND STREET: Court OKs Broomfield Property Sale to Soyemi
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey has
granted Farrand Street Associates LLC to sell its property located
at 47-50 Farrand Street, Bloomfield, New Jersey, to Soyemi Partners
LLC for $10,500,000.
The Court ordered that the sale shall be free and clear of all
liens, claims and encumbrances, and exempt from payment of the New
Jersey Realty Transfer Fee, the New Jersey Mansion Tax, or any
other applicable State transfer tax.
The Court also held that the settlement agent shall directly pay at
closing all normal, customary and necessary closing costs and
adjustments, including counsel's attorney fee not to exceed $5,000,
bankruptcy attorney fees not in excess of $25,000, a payment of
$16,000 to fund a dividend to general unsecured creditors, a rental
credit to the Buyer of $780,000, the realtor's commission,
recording charges, real property taxes, water and sewer charges,
wire transfer fees, adjustments, and other charges.
The Court also determined that the settlement agent shall remit the
balance of the closing proceeds in full satisfaction of the first
mortgage lien and claim held by NuBridge Commercial Lending LLC.
About Farrand Street Associates LLC
Farrand Street Associates LLC is a Single Asset Real Estate debtor
(as defined in 11 U.S.C. Section 101(51B)).
Farrand Street Associates LLC sought relief under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. D.N.J. Case No. 24-16821) on July 9,
2024. In the petition filed by Michael Kaufman, as managing member,
the Debtor reported estimated assets between $10 million and $50
million, and estimated liabilities between $1 million and $10
million.
The Honorable Bankruptcy Judge John K. Sherwood handles the case.
The Debtor is represented by Stephen B. McNally, Esq., at
McNallyLaw, LLC.
FIG & FENNEL: To Auction Airport Concession, Bids Start at $3.1MM
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Fig & Fennel at MIA LLC will seek approval from the U.S. Bankruptcy
Court for the Southern District of Florida, Fort Lauderdale
Division, at a hearing on October 30, 2024, at 1:30 p.m. to sell
its lease and concession located at the Miami International
Airport.
The Debtor entered into an agreement with the buyer, SSP America
Inc., for the purchase of substantially all of the other assets
related to the concession locations and businesses for $3,100,000.
The Debtor proposes that it will proceed to a market and auction
process, and treat its agreement with the SSP America as a
stalking horse bid to maximize the value of the Debtor's assets for
the benefit of its estate.
The Debtor proposes this timeline for the proposed Auction and sale
process:
-- Hearing to consider entry of the bid procedure order on
October 30, 2024;
-- Final Bid deadline on November 15, 2024;
-- Deadline to file any proposed objection on November 18,
2024;
-- Deadline to notify an potential bidders on November 20,
2024;
-- Auction on November 22, 2024;
-- Deadline to file and serve notice of successful bidders, as
soon as possible but prior to November 25, 2024;
-- Deadline to file any objection related to the successful
bidder on November 29, 2024; and
-- Proposed hearing to approved sale transaction on December
4, 2024
The Debtor says the bidding procedures will provide potential
bidders with ample notice and time to conduct due diligence and
submit binding bids.
The bidding procedures also establishes the minimum purchase price
to be not less than the stalking horse bid of $3,100,000.
The Debtor believes the bidding procedure are fair, designed to
maximize the value received for the lease interests, and are
consistent with the Debtor's reasonable business judgment.
About Fig & Fennel at MIA LLC
Fig & Fennel at MIA, LLC and affiliates own and operate restaurants
offering a broad selection of grab-and-go sandwiches, salads,
bowls, snacks, desserts, and more.
The Debtors filed Chapter 11 petitions (Bankr. S.D. Fla. Lead Case
No. 23-18515) on October 18, 2023. Robert Siegmann, manager, signed
the petitions.
At the time of the filing, Fig & Fennel at MIA reported $2,956,271
in total assets and $523,057 in total liabilities.
Judge Scott M. Grossman oversees the cases.
Adam Leichtling, Esq., at Lapin & Leichtling, LLP, is the Debtors'
legal counsel.
FISKER INC: Gets Recall Repairs Help After Liquidation Plan Okayed
------------------------------------------------------------------
TechCrunch reports that Fisker Inc. owners receive support with
recall repairs as the court approves the company's liquidation
plan.
The Delaware bankruptcy court has approved Fisker's plan to
liquidate its assets, settling the question of who will be
responsible for labor costs related to two recalls of the bankrupt
EV startup's SUVs.
Moreover, Fisker has finalized a deal with American Lease, the
buyer of its remaining electric vehicle fleet, to resolve issues
concerning the cloud-hosted data necessary for operating the
vehicles.
The court's approval of the plan effectively concludes Fisker's
four-month bankruptcy process. It authorizes a newly appointed
trustee to oversee the sale of approximately $1 billion in assets,
including the manufacturing equipment used to produce Fisker's
electric SUVs. The plan also provides detailed information on the
distribution of funds to Fisker’s various creditors from the
asset sales.
Additionally, the plan addresses unresolved matters, including the
responsibility for labor costs related to two recalls. Fisker
currently has five outstanding recalls on its Ocean SUVs; three can
be fixed with a software update, while two will require replacement
parts.
Initially, Fisker stated in a mid-September FAQ about the recalls
that it would cover the cost of the parts but not the labor.
However, the company quickly changed its stance to include labor
costs. By late September, Fisker reversed this decision again,
shifting the financial responsibility back to the owners.
Last week, the Department of Justice declared this approach
illegal, stating it violated the National Traffic and Motor Vehicle
Safety Act. Consequently, Fisker and its bankruptcy attorneys
needed to develop a new strategy to finalize its liquidation plan.
Under the new guidelines, any owner who addresses the two recalls
before the liquidation plan takes effect—expected to be this
week—will need to pay for labor costs upfront. They can then
submit a reimbursement claim to the trustee managing Fisker's
liquidation. This also applies to anyone who has already paid for
labor to fix these recalls.
Owners who have the recalls repaired after the plan's effective
date can visit an authorized service center to have the labor costs
covered. Those service centers will then submit their own
reimbursement claims to the liquidation trustee.
Additionally, Fisker has addressed an unexpected last-minute issue
with American Lease, the New York-based leasing company that
purchased the startup's remaining fleet of about 3,000 Ocean SUVs
for $46.25 million. Last week, American Lease filed an emergency
objection to the liquidation plan, stating that Fisker had found it
could not transfer crucial operational data for its EVs to a new
server.
To resolve this, American Lease has agreed to pay an additional
$2.5 million over the next five years for control of the cloud
services necessary to keep the Ocean SUVs online. Furthermore, the
Fisker Owners Association will gain access to this data, along with
other support services to assist existing owners in the future.
About Fisker Inc.
California-based Fisker Inc. is revolutionizing the automotive
industry by designing and developing individual mobility in
alignment with nature. Passionately driven by a vision of a clean
future for all, the company is on a mission to create the world's
most sustainable and emotional electric vehicles.
Fisker Inc. sought relief under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. D. Del.) on June 17, 2024. In its petition, the Debtor
reports between $500 million and $1 billion of assets, and between
$100 million and $500 million of liabilities.
Fisker is represented by Davis Polk & Wardwell LLP and Morris,
Nichols, Arsht & Tunnell LLP as legal advisors and Huron Consulting
Group as restructuring advisor.
FIVE RIVERS: To Sell Madera Property to Brar Family Trust
---------------------------------------------------------
Scott M. Sacket, the court-appointed examiner in the Chapter 11
cases of Five Rivers Land Company LLC, will ask the U.S. Bankruptcy
Court for the Central District of California at a hearing on
November 13, 2024, to approve the Settlement Agreement reached by
the Debtor and the Brar Family Trust.
One of the settlement terms is the sale and transfer of the
Processor Property that is comprised of 1.03 acres, commonly known
as 17725 Road 24, Madera, California 93638, free and clear of all
liens, claims, interests, and encumbrances, on an "as-is, where-is"
basis, without any representations or warranties of any kind to the
Brars or their designee, for the price of $800,000.
The Brars have agreed to pay half of all outstanding real property
taxes and associated interest and penalties, as well as the full
cost of the title insurance policy to be acquired in connection
with the proposed sale.
The net proceeds to the estate will be the full purchase price,
minus half of the total real property taxes and associated interest
and penalties due at the time of closing.
The proposed sale is not subject to higher and better bids, as the
Examiner does not believe there are any other bidders willing and
able to provide equal or better consideration to the estate.
The creditors who have asserted a lien against the Property include
Shiuh Ching Wu, Vijey K. Mehta and Sunita Mehta, Falcon
Investments, LLC, Paramjit Rai and Shakuntala Rai, Yogesh Oka and
Ripple Sharma, and Yael Lir.
The Examiner says the outstanding Property taxes is estimated to be
$11,793.08; he proposes to pay all the outstanding amounts at the
closing of the Sale.
An escrow has already been opened in connection with the proposed
Sale, and the full $800,000 purchase price has already been
deposited into that escrow. No commission will be paid in
connection with the Sale, providing additional benefit to the
estate.
About Five Rivers Land Company LLC
Five Rivers Land Company, LLC is engaged in fruit and tree nut
farming in Newport Beach, Calif.
Five Rivers Land Company filed Chapter 11 petition (Bankr. C.D.
Calif. Case No. 23-11167) on June 6, 2023, with $10 million to $50
million in both assets and liabilities. The petition was signed by
Victoria Nino, Manager, Coast to Coast Packing Group, LLC, the
Manager of Five Rivers Land Company.
Judge Theodor Albert oversees the case.
The Debtor tapped Garrick A. Hollander, Esq., at Winthrop Golubow
Hollander, LLP as bankruptcy counsel and Katten Muchin Rosenman,
LLP as special litigation counsel.
Scott M. Sacket has been appointed as Examiner in the case. He is
represented by lawyers at Sheppard, Mullin, Richter & Hampton LLP.
FLUID MARKET: Seeks Bankruptcy Protection in Delaware
-----------------------------------------------------
Fluid Market Inc. filed Chapter 11 protection in the District of
Delaware. According to court filing, the Debtor reports between
$50 million and $100 million in debt owed to 1 and 49 creditors.
The petition states funds will be available to unsecured
creditors.
About Fluid Market
Fluid Market, Inc., et al., operate and manage a technology-based,
peer-to-peer truck-sharing platform across the United States with a
fleet of nearly 5,500 vehicles owned by their non-Debtor affiliates
or third-party owners who have elected to put their vehicles on the
Debtors' platform, https://www.fluidtruck.com. Customers have
quick and easy access to the right vehicle whenever they need it
via the Debtors' mobile app and website.
Fluid Market Inc. and Fluid Fleet Services, LLC sought relief under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No.
24-12363) on Oct. 16, 2024. In the bankruptcy petition, Fluid
Market reported $50 million to $100 million in assets and
liabilities.
The petition was signed by T. Scott Avila as chief executive
officer.
Pachulski Stang Zihel & Jones LLP serves as the Debtors' counsel.
Paladin Management Group, LLC acts as the Debtors' restructuring
advisor; SSG Capital Advisors, LLC acts as investment banker to
the
Debtors; and EPIQ Corporate Restructuring LLC is claims and
noticing agent to the Debtors.
FLY LEASING: S&P Raises ICR to 'CCC+' on Paydown of Unsecured Notes
-------------------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on Fly Leasing
Ltd (Fly) to 'CCC+' from 'CCC' and revised the outlook to stable
from developing.
S&P said, "We also raised our issue-level rating on Fly Funding II
S.a.r.l's 2012 term loan to 'B' from 'CCC+'. This reflects an
improved recovery rating on the term loan of '1' (90%-100%)
indicating our expectation of very high recovery.
"The stable outlook reflects our expectation that the company will
generate sufficient cash flow in the next 12 months to cover debt
interest costs. The stable outlook incorporates our expectation for
strong global air travel demand and constrained supply of
aircraft."
"Our upgrade reflects the full repayment of Fly's senior unsecured
notes due Oct. 15, 2024, through capital contributions from its
sponsor, Carlyle Aviation Partners ($117 million outstanding as of
June 30, 2024). We view the recent capital contributions as a
moderate credit positive and believe it reflects the parent's
willingness to provide support to meet Fly's capital requirements
when necessary.
"After the paydown, the company's debt consists entirely of secured
debt, and its next maturity is its 2012 term loan at Fly Funding II
S.a.r.l in August 2025. We believe Fly could likely refinance these
facilities given the high quality of the collateral, which is
largely liquid narrowbody aircraft. Fly may also attempt to access
the aircraft asset-backed securities market to meet its financing
needs."
The 'CCC+' issuer credit rating indicates that Fly's liquidity has
improved after the repayment, such that sources will likely meet
the needs over the next 12 months.
GOLD'S GYM: Recoups $$7.85-Mil. from Bankruptcy Estate
------------------------------------------------------
Estes Thorne Ewing & Payne said that on October 17, 2024, a federal
bankruptcy court judge in Dallas has awarded $5 million, plus
attorneys' fees, to compensate RSG Group USA for the non-disclosure
of a post-petition, seven-year global licensing agreement of the
iconic brand, which previous management executed without bankruptcy
court approval.
RSG Group USA bought the company's assets at auction in 2020 for
nearly $100 million with the goal of reinvesting in and
reinvigorating the iconic brand after years of venture capital
ownership, which culminated in its bankruptcy filing during the
COVID pandemic.
RSG Group USA discovered the existence of the post-petition global
license of Gold's Gym's valuable trademarks after winning the
bankruptcy auction and executing a purchase agreement that did not
list the new license in any of its schedules. Unlike a typical
"buyer beware" scenario, RSG Group USA had negotiated robust
representations and warranties to ensure that it was acquiring
Gold's Gym's valuable intellectual property assets, including its
trademarks, "free and clear" of all "encumbrances" unless disclosed
in the purchase agreement.
RSG Group USA was ultimately able to negotiate a buyout of the
undisclosed license agreement in March 2021, allowing it to move
forward with its plans to revitalize the Gold's Gym brand around
the world, but not without incurring significant legal fees and
expenses to do so. What followed was a three-year legal battle to
recoup the damages caused by failure to identify and disclose the
post-petition licensing agreement during the bankruptcy process.
Dallas attorneys Dawn Estes, Jennifer Henry, and Kim Winnubst of
Estes Thorne Ewing & Payne PLLC represented RSG Group USA together
with Sam Maisel and Casey Doherty of Dentons at the two-week trial
heard in May and June 2023 by Judge Scott Everett of the United
States Bankruptcy Court for the Northern District of Texas, Dallas
Division. Shelby Angel, General Counsel for RSG Group USA, and
Susan Hannagan, Senior Counsel for RSG Group USA, managed and
guided the litigation internally for RSG.
"This was a complex case with a number of intricate legal and
factual layers to sort through. We are thankful to Judge Everett
for taking his time in exploring the facts in issuing his opinion,"
Estes said of the court’s final 74-page ruling awarding RSG $5
million, plus legal fees and costs. The parties agreed to dismiss
all appeals after reaching an agreement on the $7.85 million total,
including fees and expenses, to be paid to RSG Group USA. A
malpractice suit filed by the bankruptcy trustee against Dykema,
the law firm that represented the debtors in the bankruptcy case,
is still ongoing.
About Gold's Gym
Founded in 1965, Gold's Gym operates a network of company-owned and
franchised fitness centers. It owns and operates approximately 95
gyms domestically, and holds franchise agreements for more than 600
gyms domestically and internationally. Its majority owner is TRT
Holdings, Inc. -- acquired the business in 2004.
GGI Holdings, LLC, Gold's Gym International, Inc., and other
related entities sought Chapter 11 protection (Bankr. N.D. Tex.
Lead Case No. 20-31318) on May 4, 2020.
GGI Holdings was estimated to have assets and debt of $50 million
to $100 million.
The Hon. Harlin Dewayne Hale is the case judge.
The Debtors tapped Dykema Gossett PLLC as bankruptcy counsel. BMC
Group Inc. is the claims agent.
GREAT EASTERN: Seeks to Extend Plan Exclusivity to Nov. 16
----------------------------------------------------------
Great Eastern Group, Inc. asked the U.S. Bankruptcy Court for the
Southern District of Florida to extend its exclusivity periods to
file a plan of reorganization and obtain acceptance thereof to
November 16, 2024 and January 15, 2025, respectively.
The Debtor claims that it is in the process of negotiating with
certain secured creditors, unsecured creditors, and other parties
in interest. The Debtor is also negotiating with certain executory
counterparties with respect to assumption and proposed cure
treatments that are also anticipated to be incorporated into the
Debtor's plan.
The Debtor explains that its liabilities are in excess of several
million dollars and the Debtor's reorganization requires continued
negotiations with creditors to coordinate what is hoped to be a
consensual plan process and the Debtor requires additional time to
negotiate creditors and contract counterparties.
The Debtor asserts that it continues to make progress towards a
plan of reorganization which would keep its operations intact to
maximize its revenue generations for the benefit of all
constituencies, and seeks an extension to file its plan and related
disclosure statement.
The Debtor further asserts that it is not seeking this extension to
pressure creditors and this bankruptcy case involves several
unresolved contingencies, including negotiations with potential
claimants and effectuating a mechanism to maximize the value of
Debtor's go-forward operations as well as insurance and other
claims.
Great Eastern Group is represented by:
Brett D. Lieberman, Esq.
Edelboim Lieberman PLLC
20200 W. Dixie Highway, Suite 905
Aventura, FL 33180
Telephone: (305) 768-9909
Facsimile: (305) 928-1114
Email: brett@elrolaw.com
About Great Eastern Group
Great Eastern Group Inc. provides engineering services. The Company
specializes in submarine telecommunications, marine, environmental,
and alternative energy engineering services. Great Eastern Group
serves government and commercial sectors in the States of Florida,
Rhode Island, Washington, and Virginia.
Great Eastern Group Inc. sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Fla. Case No. 24-15582) on June 4,
2024. In the petition signed by Virginia J. Hoffman, as president,
the Debtor reports total assets of $1,587,987 and total liabilities
of $13,552,66.
The Honorable Bankruptcy Judge Scott M. Grossman oversees the
case.
The Debtor is represented by Brett Lieberman, Esq. at EDELBOIM
LIEBERMAN PLLC.
HDC HOLDINGS: Dirt Cheap Taps Hilco to Oversee Stores Liquidation
-----------------------------------------------------------------
The Neshoba Democrat reports that Dirt Cheap, a well-known discount
retail chain famous for its low prices, has filed for Chapter 11
bankruptcy protection and confirmed the closure of its Philadelphia
location.
Closing signs are posted at the Philadelphia store located in the
Vowell's Market Place shopping center at 716 Pecan Ave #1.
As part of its bankruptcy proceedings, the company revealed plans
to shut down all 68 retail locations, including the Philadelphia
store.
To oversee the liquidation process, they have engaged Hilco
Merchant Resources LLC as their liquidation agent.
Looking Ahead
The bankruptcy case is still in progress, with a second-day hearing
scheduled for November 7 to address additional matters related to
the liquidation.
Dirt Cheap's story underscores the difficulties retailers encounter
in a constantly shifting economic landscape.
About HDC Holdings
HDC Holdings II, LLC, and its affiliates are providers of secondary
merchandise which serves a loyal customer base of treasure hunters
and value seekers in underserved secondary and tertiary retail
markets. The Debtors' brands include Dirt Cheap, Treasure Hunt,
and Dirt Cheap Building Supplies. Through these business lines,
the Debtors sell a variety of merchandise, including apparel and
footwear, building supplies, toys and electronics, furniture,
seasonal items, and health and beauty products, among others. The
Company focuses on addressing the retail needs of its consumer
customers through wholesale brick and mortar retail locations
located throughout the southern United States, primarily in
Mississippi and Louisiana.
In early September 2024, the Debtors retained Mosaic as turnaround
advisors and Young Conaway Stargatt & Taylor, LLP as restructuring
counsel. Shortly thereafter, Jeffrey Martin was appointed CRO.
HDC Holdings II LLC and its affiliates sought relief under Chapter
11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No.
24-12307) on Oct. 10, 2024. In the petition filed by Jeffrey
Martin, as chief restructuring officer, HDC Holdings estimated
assets and liabilities between $100 million and $500 million each.
Young Conaway Stargatt & Taylor, LLP is the bankruptcy counsel.
Epiq is the claims agent.
HYPERSCALE DATA: Holds 9.7% Stake in Algorhythm as of Oct. 7
------------------------------------------------------------
Hyperscale Data, Inc. formerly known as Ault Alliance, Inc.,
disclosed in a Schedule 13D/A Report that as of October 7, 2024,
the Company and its affiliates -- Ault Lending, LLC, Milton C.
Ault, III, Kenneth S. Cragun, Henry C. W. Nisser, and James M.
Turner -- beneficially owned shares of Algorhythm Holdings, Inc.'s
common stock.
The aggregate percentage of Shares reported owned by each Reporting
Person herein is based upon 9,736,850 Shares outstanding, which is
the total number of Shares outstanding as of August 16, 2024, as
reported in the Algorhythm Holdings, Inc.'s Quarterly Report on
Form 10-Q filed with the Securities and Exchange Commission on
August 19, 2024.
A. Hyperscale Data
As of October 7, 2024, Hyperscale Data may be deemed to
beneficially own 945,000 Shares, consisting of Shares held by Ault
Lending.
Percentage: 9.7%
B. Ault Lending
As of October 7, 2024, Ault Lending beneficially owns 945,000
Shares held directly by it.
Percentage: 9.7%
C. Milton C. Ault, III
As of October 7, 2024, Mr. Ault may be deemed to beneficially own
945,000 Shares, consisting of Shares held by Ault Lending. Mr. Ault
may be deemed to beneficially own the Shares beneficially owned by
Ault Lending.
D. Kenneth S. Cragun
As of October 7, 2024, Mr. Cragun beneficially owned 19,535 Shares,
which represents (i) 18,868 shares of Common Stock held directly by
him and (ii) 667 shares of Common Stock underlying certain stock
options which are currently exercisable.
Percentage: Less than 1%
E. Henry C. W. Nisser
As of October 7, 2024, Mr. Nisser beneficially owned 667 Shares,
which are issuable upon the exercise of stock options that are
currently exercisable.
Percentage: Less than 1%
F. James M. Turner
As of October 7, 2024, Mr. Turner beneficially owned 667 Shares,
which are issuable upon exercise of stock options that are
currently exercisable.
Percentage: Less than 1%
A full-text copy of the Company's SEC Report is available at:
https://tinyurl.com/2fh3dkr6
About Hyperscale Data
Hyperscale Data, Inc., formerly known as Ault Alliance, Inc., is a
diversified holding company pursuing growth by acquiring
undervalued businesses and disruptive technologies with a global
impact. Through its wholly and majority-owned subsidiaries and
strategic investments, Hyperscale Data owns and operates a data
center at which it mines Bitcoin and offers colocation and hosting
services for the emerging artificial intelligence ecosystems and
other industries. It also provides mission-critical products that
support a diverse range of industries, including a social gaming
platform, equipment rental services, defense/aerospace, industrial,
automotive, medical/biopharma, hotel operations and textiles. In
addition, Hyperscale Data is actively engaged in private credit and
structured finance through a licensed lending subsidiary.
Hyperscale Data's headquarters are located at 11411 Southern
Highlands Parkway, Suite 240, Las Vegas, NV 89141; Hyperscale Data,
Inc.
New York, New York-based Marcum LLP, the Company's auditor since
2016, issued a "going concern" qualification in its report dated
April 16, 2024, citing that the Company has a working capital
deficiency, has incurred net losses, and needs to raise additional
funds to meet its obligations and sustain its operations. These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.
As of June 30, 2024, the Company had $270.78 million in total
assets, $243.70 million in total liabilities, $795,000 in
redeemable non-controlling interests in equity of subsidiaries, and
$26.28 million in total stockholders' equity.
HYPERSCALE DATA: Sells Series C Preferred Stock, Warrants for $350K
-------------------------------------------------------------------
Hyperscale Data, Inc. disclosed in a Form 8-K Report filed with the
U.S. Securities and Exchange Commission that the Company, pursuant
to the Securities Purchase Agreement entered into with Ault &
Company, Inc., an affiliate of the Company, on November 6, 2023,
sold 350 shares of Series C convertible preferred stock, and
warrants to purchase 103,474 shares of the Company's common stock
to Ault & Company, for a purchase price of $350,000.
As of October 10, 2024, Ault & Company has purchased an aggregate
of 44,650 shares of Series C Convertible Preferred Stock and Series
C Warrants to purchase an aggregate of 13,200,297 Warrant Shares,
for an aggregate purchase price of $44.65 million. The Agreement
provides that Ault & Company may purchase up to $75 million of
Series C Convertible Preferred Stock and Series C Warrants in one
or more closings.
About Hyperscale Data
Hyperscale Data, Inc., formerly known as Ault Alliance, Inc., is a
diversified holding company pursuing growth by acquiring
undervalued businesses and disruptive technologies with a global
impact. Through the Company's wholly and majority-owned
subsidiaries and strategic investments, the Company owns and/or
operates data centers at which it mines Bitcoin and offers
colocation and hosting services for the emerging artificial
intelligence ecosystems and other industries, and provides
mission-critical products that support a diverse range of
industries, including a metaverse platform, oil exploration, crane
services, defense/aerospace, industrial, automotive,
medical/biopharma, consumer electronics, and textiles.
New York, New York-based Marcum LLP, the Company's auditor since
2016, issued a "going concern" qualification in its report dated
April 16, 2024, citing that the Company has a working capital
deficiency, has incurred net losses, and needs to raise additional
funds to meet its obligations and sustain its operations. These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.
IMERI ENTERPRISES: Gets OK to Use Cash Collateral for Franchise Fee
-------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas
granted Imeri Enterprises Inc. authorization to use additional cash
collateral.
Imeri was authorized to use up to $18,000 per month to pay
outstanding franchise fees to La Quinta Franchising LLC for August,
September, October, and other amounts through Chapter 11 plan
confirmation.
This authorization is aligned with the company's approved budget.
All other provisions from the prior order on cash collateral usage
remain in effect.
About Imeri Enterprises
Imeri Enterprises, Inc. owns a 56-room hotel at 28332 Southwest
Highway 59, Rosenberg, Texas, currently operated as La Quinta Inn &
Suites Rosenberg.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Texas Case No. 24-32106) on May 6,
2024, with $1 million to $10 million in both assets and
liabilities. Isen Imeri, president, signed the petition.
Judge Eduardo V. Rodriguez presides over the case.
The Debtor tapped Reese Baker, Esq., at Baker & Associates, as
counsel, and Ahmed Abdalwahab, CPA, as accountant.
IMPERIAL PACIFIC: CNMI's Motion for Chapter 7 Conversion Denied
---------------------------------------------------------------
Judge Ramona V. Manglona of the United States District Court for
the Northern Mariana Islands denied the motion filed by the
Commonwealth of the Northern Mariana Islands ("CNMI")'s motion to
convert Imperial Pacific International (CNMI), LLC's Chapter 11
case to Chapter 7 of the bankruptcy code.
The U.S. Trustee filed a statement in response seeking dismissal
instead.
The Official Committee of General Unsecured Creditors, and Imperial
Pacific each filed its own respective oppositions.
After the Debtor filed a separate motion to approve bid procedures
against the Committee's admonition, the Committee supplemented its
opposition to the CNMI's motion seeking appointment of a Chapter 11
trustee.
The matter came for a hearing on August 14, 2024, during which the
Court denied the CNMI's motion to convert and the UST's request to
dismiss the case.
The CNMI has $87,573,315.39 in unsecured claims against the Debtor.
The CNMI filed its motion to convert case to Chapter 7 pursuant to
11 U.S.C. Sec. 1112(b) on June 20, 2024, but noticed it for August
14, 2024.
The CNMI argued that cause exists to convert the case from Chapter
11 to Chapter 7 "because of substantial or continuing loss to or
diminution of the Estate and the absence of a reasonable likelihood
of rehabilitation" and "because of the Debtor's failure to maintain
appropriate insurance that poses a risk to its Estate and to the
public." The UST agreed that cause exists based on the Debtor's
failure to maintain fire and casualty insurance but requested the
case be dismissed.
The Committee contended that neither conversion nor dismissal is in
the best interest of the estate or creditors; rather it proposed
appointment of a Chapter 11 trustee pursuant to 11 U.S.C. Sec.
1104(a) if by the hearing on August 14, 2024, the Debtor does not
abide by the following "Sale Milestones":
1. select and retain an investment banker, acceptable to the
Committee, with an international reach and experience in selling
distressed hotel and casino assets, that has no prior connections
to the Debtor's principals;
2. file a motion to retain said investment banker in the form
approved by the Committee; and
3. provide draft bidding procedures and sale motion to the
Committee for its comments and approval.
The Debtor opposed conversion and dismissal because it argued that
casualty insurance is not appropriate. In its reply, the CNMI
disagreed with the UST and advocated against dismissal, but
conceded that if the case is not converted to Chapter 7, a Chapter
11 trustee should be appointed. The UST maintained that the case
should be dismissed because neither a Chapter 7 trustee nor Chapter
11 trustee will be able to obtain casualty insurance. While the
Committee requested appointment of a Chapter 11 trustee when the
Debtor filed a motion to sell its assets for an arbitrary price, at
the hearing, the Committee recognized that it needed to file a
separate motion.
The Court held that the CNMI failed to meet its burden to establish
the absence of a reasonable likelihood of rehabilitation, as
liquidation is a form of rehabilitation.
Failure to maintain appropriate insurance that poses a risk to the
estate or to the public is another basis for cause. In this case,
the Debtor has commercial general liability insurance but does not
have fire or casualty insurance. The issue was thus whether the
failure to maintain fire and casualty insurance poses a risk to the
estate or to the public.
Judge Manglona considered the following factors relevant for
determining appropriate insurance:
(1) applicable requirements under other federal or state laws;
(2) the debtor's size and the complexity of the case;
(3) the debtor's financial wherewithal to purchase insurance;
(4) the existence of or lack of pre- or post-petition uninsured
claims against the debtor;
(5) any steps taken by the debtor to reduce the risk of claims;
and,
(6) the best interests of creditors.
In this case, the factors weighed in favor of finding that lack of
casualty insurance does not constitute lack of appropriate
insurance, the Court finds. Judge Manglona explains, "First, the
CNMI did not identify CNMI or federal law requiring casualty
insurance. . Second, the Court recognizes that this case is more
complex than in In re KC's Pub, LLC, 428 B.R. 612, 617 (Bankr. M.D.
Pa. 2010), as the Debtor's liabilities are listed at
$284,353,211.16 and assets at $6,474,768.71. However, the Debtor is
an LLC with a sole member, like the Debtor in KC's Pub. Third,
while a portion of the approved DIP loan was reserved for
insurance, the Debtor has been unable to locate an insurance
company willing to underwrite casualty insurance coverage. Fourth,
the Debtor represented that it is unaware of any pre- or
post-petition claims that would have been covered by casualty
insurance. Fifth, the Debtor undertook steps to reduce the risk of
casualty insurance, such as securing its personal property,
employing security guards, and closing the hotel grounds to the
public."
The last factor -- the best interests of the creditors -- was
heavily disputed.
The CNMI argued that a Chapter 7 liquidation would be in the best
interest; if not, then a Chapter 11 trustee. The UST proffered that
dismissal would be in the best interest. The Debtor urged that a
Chapter 11 liquidation is in the best interest. The Committee
contended that a Chapter 11 liquidation is in the best interest,
assuming that the Debtor complied with the Sale Milestones.
The Court finds Chapter 7 liquidation is not in the creditors' best
interests. Based on the caselaw and the procedural history, the
Court concluded that conversion to Chapter 7 was not in the best
interest of the creditors.
The Court also notes dismissal was not in the creditor's best
interest as the creditors would be left to fend for themselves to
seek recovery, like through the piecemeal receiverships, without
the oversight of the Committee and UST. Therefore, this last
factor weighed in favor of finding that a Chapter 11 liquidation is
currently in the best interests of the creditors.
Judge Manglona concludes, "On balance, the factors warrant in favor
of concluding that a lack of casualty insurance is not fatal, such
that there is no cause based on failure to maintain appropriate
insurance that poses a risk to the estate or to the public.
Therefore, the CNMI did not meet its burden to establish that cause
exists to convert or dismiss the case."
A copy of the Court's decision dated October 19, 2024, is available
at https://urlcurt.com/u?l=Ec2O8o
About Imperial Pacific International (CNMI)
Imperial Pacific International (CNMI), LLC is engaged in the gaming
and resort business.
Imperial Pacific filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. D. N.M.I. Case No.
24-00002) on April 19, 2024. At the time of filing, the Debtor
estimated $10 million to $50 million in assets and $100 million to
$500 million in liabilities. The petition was signed by Howyo Chi
as manager.
Judge Ramona V. Manglona presides over the case.
The Debtor tapped Charles H. McDonald, II, Esq. at McDonald Law
Office, LLC as counsel and Verita Global as claims and noticing
agent.
On May 14, 2024, the Office of the United States Trustee appointed
an official committee of unsecured creditors in this Chapter 11
case. The committee tapped Intrepid Investment Bankers LLC as
investment banker.
IMPERIAL PACIFIC: Court Wants Assets Sold as Package Deal
----------------------------------------------------------
Judge Ramona V. Manglona of the United States District Court for
the Northern Mariana Islands ruled on three related motions in the
bankruptcy case of Imperial Pacific International (CNMI), LLC:
-- Debtor and Debtor-in-possession Imperial Pacific
International (CNMI), LLC's Motion to approve bid procedures for
the sale of substantially all of its assets;
-- the Debtor's Application to employ Keen-Summit Capital
Partners LLC as real estate brokers to Debtor; and
-- the Official Committee of General Unsecured Creditors'
Application to Employ Intrepid Investment Bankers LLC as an
investment banker, pursuant to 11 U.S.C. Secs. 328 and 1103.
The Court denied the Bid Procedures Motion, stayed the Keen-Summit
Application, and granted the Intrepid Application.
In fulfilling its duty to ensure that the Debtor's assets are sold
at their optimal value, the Court denied the Bid Procedures
Motion.
The Motion proposed the sale of substantially all the assets of the
Debtor, including its real property interests in the completed
casino housed in the unfinished hotel building located on
approximately 19,204 square meters of land at a prime location in
downtown Garapan, Saipan; and all its personal property of unknown
value, including 90 containers of construction materials and
supplies. However, the Motion excludes the casino license and
causes of action against third parties, listed as totaling over
$1.2 billion, from the sale. The Debtor justifies these exclusions
based on its speculation that the license and causes of action are
worth little in value under the circumstances.
The Motion names a Stalking Horse Purchaser, Mr. Loi Lam Sit or his
assignee, and a Stalking Horse Bid of $10,000,000.
The Court is not satisfied by the Debtor's speculations. The Court
finds that it is in the best interest of the estate to pursue the
sale of its assets as a package. Accordingly, the Court favors the
Committee's proposed approach, which requires valuing and marketing
the Debtor's assets -- including the casino license and the causes
of action -- as a package deal. For this reason, the Court has also
approved the Committee's Application to employ Intrepid as an
Investment Banker. Intrepid will pursue a comprehensive approach,
market testing the Debtor's assets as a "casino/hotel business."
While Intrepid's employment to value and market the Debtor's assets
has been approved, the Court notes that neither the Committee nor
Intrepid has the authority to engage in the sale of the Debtor's
assets; that authority rests with the Debtor.
In addition to denying the Bid Procedures Motion on account of the
Court's concerns about maximizing the value of the Debtor's assets,
the Court denied the Motion because of the provision that
conditions the Stalking Horse Purchaser's and the Debtor's
"obligations to consummate the transaction" upon the court's
"finding [that] the Purchaser is a good faith purchaser under
section 363(m) of the Bankruptcy Code." As the creditors in this
matter have expressed, the Court does not have any information
before it to suggest that the Stalking Horse Purchaser is or will
be a "good faith purchaser." Accordingly, the Court, without having
been provided any information about the Stalking Horse Purchaser,
denied the Bid Procedures Motion in part because of the provision
conditioning performance of the transaction upon the Court's
finding of good faith.
The Court acknowledges the possibility that after completing the
market testing, Intrepid may suggest that the Debtor's real estate
be sold separately from its other assets. The Court stayed the
Debtor's Application to employ Keen-Summit as Real Estate Brokers,
in the event that the need for Keen-Summit's services arises.
A copy of the Court's decision dated October 19, 2024, is available
at https://urlcurt.com/u?l=MW8klk
About Imperial Pacific International (CNMI)
Imperial Pacific International (CNMI), LLC is engaged in the gaming
and resort business.
Imperial Pacific International (CNMI), LLC filed its voluntary
petition for relief under Chapter 11 of the Bankruptcy Code (Bankr.
D.N.M.I. Case No. 24-00002) on April 19, 2024. At the time of
filing, the Debtor estimated $10 million to $50 million in assets
and $100 million to $500 million in liabilities. The petition was
signed by Howyo Chi as manager.
Judge Ramona V. Manglona presides over the case.
The Debtor tapped Charles H. McDonald, II, Esq. at McDonald Law
Office, LLC as counsel and Verita Global as claims and noticing
agent.
On May 14, 2024, the Office of the United States Trustee appointed
an official committee of unsecured creditors in this Chapter 11
case. The committee tapped Intrepid Investment Bankers LLC as
investment banker.
INNOVATIVE DESIGNS: Invalidates Prior Board Meeting, Names New CEO
------------------------------------------------------------------
Innovative Designs, Inc. disclosed in a Form 8-K Report filed with
the U.S. Securities and Exchange Commission that on October 3,
2024, the Board of Directors held a special meeting for the purpose
of formally invalidating a meeting of the Board purportedly held on
September 26, 2024, due to the fact that proper notice of a meeting
of the Board on September 26, 2024 was not given as set forth in
Section 2.4 of the of the Company's bylaws. Accordingly, the
actions described as having been taken by the Board on September
26, 2024 in the Company's Current Report on Form 8-K filed on
September 27, 2024 have been voided ab initio.
Also on October 3, 2024, the Board accepted the resignation of
Joseph Riccelli, Sr. as the Company's Chief Executive Officer,
Chief Financial Officer and Principal Accounting Officer, effective
immediately. The Board also appointed Joseph A. Riccelli to serve
as the Company's Chief Executive Officer, Chief Financial Officer
and Principal Accounting Officer, effective immediately. Joseph A.
Riccelli has served as the Company's Vice President of Operations
for over fifteen years and was with the Company at its inception.
He will serve in these capacities on an interim basis while the
board interviews candidates for the positions. Joseph A. Riccelli's
compensation will be $2,000 per week. He will also receive a
warrant to purchase 100,000 shares of the Company's common stock
with an exercise price of $0.12 per share for a term of three
years.
In addition, on October 3, 2024, the Board of Directors determined
that Joseph Riccelli, Sr. will continue to serve as Chairman of the
Board of Directors. It is expected that the Company will retain
Joseph Riccelli, Sr. as a consultant to facilitate a smooth
transition and for his vast knowledge of the production and
products, and the relationships with the Company's most important
vendors.
There are no arrangements or understandings between Joseph A.
Riccelli and any other persons pursuant to which he was appointed.
Joseph A. Riccelli is the son of Joseph Riccelli, Sr. Joseph A.
Riccelli does not have any family relationship with any of the
Company's other directors or executive officers. Joseph A. Riccelli
has no direct or indirect material interest in any transaction or
proposed transaction required to be reported under Item 404(a) of
Regulation S-K.
About Innovative Designs
Headquartered in Pittsburgh, Pennsylvania, Innovative Designs, Inc.
operates in two separate business segments: a house wrap for the
building construction industry and cold weather clothing. Both of
the Company's segment lines use products made from Insultex, which
is a low-density polyethylene semi-crystalline, closed cell foam in
which the cells are totally evacuated, with buoyancy, scent block,
and thermal resistant properties.
Kennett Square, PA-based RW Group, LLC, the Company's auditor since
2021, issued a "going concern" qualification in its report dated
Feb. 22, 2024, citing that the Company had net losses and negative
cash flows from operations for the years ended Oct. 31, 2023, and
2022 and an accumulated deficit at Oct. 31, 2023, and 2022. These
factors raise substantial doubt about the Company's ability to
continue as a going concern for one year from the issuance date of
these financial statements.
Innovative Designs reported a net loss of $301,378 for the year
ended Oct. 31, 2023, compared to a net loss of $225,489 for the
year ended Dec. 31, 2022. As of April 30, 2024, Innovative Designs
had $1.58 million in total assets, $274,172 in total liabilities,
and $1.30 million in total stockholders' equity.
J&A TRUCKING: Gets Final Approval to Use Cash Collateral
--------------------------------------------------------
J&A Trucking, LLC received final approval from the U.S. Bankruptcy
Court for the District of South Carolina to use the cash collateral
of its secured creditors.
The final order authorized the use of cash collateral to fund the
company's business operations consistent with its budget, which
shows monthly expenses of $188,850 for the period October 2024 to
January 2025.
England Carrier Services, LLC, Balboa Capital, Global Merchant Cash
Inc., and the United States Business Administration will be granted
replacement liens on post-petition cash collateral in the event of
any diminution in the value of their pre-bankruptcy collateral.
The interim order also permitted J&A Trucking to engage in
post-petition factoring under its agreement with England Carrier
Services. This arrangement allows the creditor to purchase accounts
receivable, generating cash flow for J&A Trucking.
About J&A Trucking
J&A Trucking, LLC is a trucking company operating mostly throughout
the Southeast. It does not have a "brick and mortar" location but
operates from the road and the owner's residence in Anderson, S.C.
J&A Trucking filed for Chapter 11 protection (Bankr. D.S.C. Case
No. 24-03318) on Sept. 11, 2024, before Judge Helen E. Burris. The
Debtor listed $100,001 to $500,000 in both assets and liabilities.
The Debtor tapped Jason Michael Ward, Esq., at Jason Ward Law, LLC
as bankruptcy counsel.
JEBB FOOD: Case Summary & Two Unsecured Creditors
-------------------------------------------------
Debtor: Jebb Food Services, Inc.
4136 Douglas Rd
Downers Grove, IL 60515
Business Description: Jebb Food is the owner of 21 properties
located in Chicago, Illinois having a total
appraised value of $3.07 million.
Chapter 11 Petition Date: October 23, 2024
Court: United States Bankruptcy Court
Northern District of Illinois
Case No.: 24-15863
Judge: Hon. Timothy A Barnes
Debtor's Counsel: Richard G Larsen, Esq.
SPRINGERLARSEN, LLC
300 S. County Farm Road
Suite G
Wheaton, IL 60187
Tel: 630-510-0000
Fax: 630-510-0004
Email: rlarsen@springerbrown.com
Total Assets: $3,302,156
Total Liabilities: $1,977,800
The petition was signed by Demetrio Cardone as president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's two unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/QJ2SBVI/Jebb_Food_Services_Inc__ilnbke-24-15863__0001.0.pdf?mcid=tGE4TAMA
JEFFERSON CAPITAL: Moody's Affirms 'Ba2' CFR, Outlook Stable
------------------------------------------------------------
Moody's Ratings has affirmed the Ba2 corporate family rating and
Ba3 senior unsecured rating of Jefferson Capital Holdings LLC. The
company's outlook is stable.
The rating action follows Jefferson's announcement [1] that it was
designated as successful bidder for certain consumer credit
portfolios of Conn's Inc. (Conn's). The transaction is expected to
close in the fourth quarter of 2024 and will be funded with
borrowings from Jefferson's revolving credit facility.
RATINGS RATIONALE
The ratings affirmation reflects Moody's expectation that the
Conn's transaction will not lead to a sustained deterioration in
Jefferson's Moody's-adjusted debt/EBITDA leverage ratio. Moody's
expect that Jefferson's leverage may temporarily increase a modest
amount, but that the firm will continue to manage the ratio below
its target upper range of 2.5x debt/adjusted cash EBITDA
(Jefferson's measure).
The portfolios that Jefferson intends to acquire consist of a mix
of performing and non-performing consumer loans with generally
small balances and short-term maturities. These characteristics
will provide Jefferson with immediate cash flow, leading to higher
EBITDA and lessening the negative impact on its debt leverage. As
part of the transaction, Jefferson will hire around 200 Conn's
servicing employees to help maintain collection infrastructure
associated with the portfolios.
The main risk of the transaction is if Jefferson misprices the
portfolio, resulting in future impairments and lower collections
that weaken its EBITDA, cash flow and leverage. This could also
occur if end-borrowers within the performing portion of the
portfolio meaningfully change their payment behavior after the
transaction closes. However, Moody's believe that Jefferson's
strong track record of accurately pricing and acquiring portfolios
is a strong mitigant to this risk.
Jefferson's ratings are supported by its strong profitability,
solid interest coverage, stable capitalization, and modest
debt/EBITDA leverage. However, the company's rapid deployment
growth creates inherent risks due to heavy reliance on internal
modeling for valuing portfolio purchases and future collections,
the estimates of which could deteriorate significantly amid
unexpected economic, regulatory or consumer behavior changes. The
ratings also reflect Jefferson's use of debt leverage to help fund
its deployments.
Jefferson's stable outlook reflects Moody's expectation that
Jefferson's strong competitive position will support its revenue,
profitability and cash flow, offset by Moody's expectation that
debt leverage will remain at the top end of the company's target
range and interest coverage will be weaker than in prior years.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Jefferson's ratings could be upgraded if the company 1) continues
to demonstrate strong financial performance as it increases its
scale, with consistently solid profitability and cash flows; 2)
maintains its Moody's-adjusted debt/EBITDA at less than 2.0x; and
3) continues to improve its liquidity and funding profile as
evidenced by reduced reliance on secured credit facilities.
The ratings could be downgraded if the company's financial
performance materially deteriorates; for example, if
Moody's-adjusted debt/EBITDA leverage increases to above 3.5x or if
the company's profitability and cash flow and liquidity meaningful
deteriorate on a sustained basis. Adverse regulatory developments
or a significant operational or compliance failure that weakens the
company's franchise could also result in a downgrade. A weakness in
collections or higher costs associated with the Conn's transaction
that lead to lower EBITDA than originally expected could lead to a
downgrade.
The principal methodology used in these ratings was Finance
Companies published in July 2024.
JPC LAND HOLDINGS: To Sell Paige Property to Jade Asset Group
-------------------------------------------------------------
JPC Land Holdings, LLC will seek permission from the U.S.
Bankruptcy Court for the Western District of Texas, Austin
Division, at a hearing on November 4, 2024, to sell its property
located in Paffen Road, Paige, Texas.
The bankruptcy estate owns a 369-acre tract in Bastrop, Texas.
Within the larger property, there is a tract of approximately 15.99
acres, which is located on Paffen Road.
Jade Asset Group LLC has offered $357,000 for the Property through
an Unimproved Property Contract.
The Debtor had previously received a contract from Josph M. Haro
for $352,000, however, the contract has included a commission to
buyer's broker of approximately $10,000, as a result, the new
contract is worth approximately $15,000 more to the estate.
The lienholders of the Property include Capital Farm Credit, Norman
and Janet Jones, H20 GeoSolutions, Harris County Rentals, LLC, OSC
Energy, LLC, Running C Construction, LLC, and Saxon Loomis
Consulting Group.
The Debtor proposes that the 2024 ad valorem taxes will be
pro-rated between the Estate and the purchaser, and the Property
shall be sold subject to such taxes.
The Debtor says the sale shall be subject to higher and better
offers. In the event that two or more bidders appear at the
hearing, the Debtor will ask the Court to sell to the party
submitting the highest and best offer to be determined after
competitive bidding in open court.
About JPC Land Holdings, LLC
JPC Land Holdings is a Single Asset Real Estate debtor (as defined
in 11 U.S.C. Section 101(51B)). The Debtor owns a 369-acre
property known as Terra Escondido Subdivision valued at $3.2
million.
JPC Land Holdings sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D. Tx. Case No. 24-11180) on September
24, 2024, with up to $3,200,000 total assets and up to $7,537,126
total liabilities. The petition was signed by Raif Castello as
director and president.
Judge Shad Robinson presides over the case.
Stephen W Sather, Esq., at Barron Newburger, PC, serves as the
Debtor's counsel.
K & M AMUSEMENT: Case Summary & 10 Unsecured Creditors
------------------------------------------------------
Debtor: K & M Amusement Center, LLC
2087 Main Street
Tewksbury MA 01876
Business Description: The Debtor owns and operates an amusement
park.
Chapter 11 Petition Date: October 22, 2024
Court: United States Bankruptcy Court
District of Massachusetts
Case No.: 24-41064
Judge: Hon. Elizabeth D. Katz
Debtor's Counsel: Douglas Beaton, Esq.
BEATON LAW FIRM
800 Turnpike Street 300
North Andover MA 01845
Tel: 978-975-2608
E-mail: bankruptcy@douglasbeaton.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Angelica Morales as manager.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 10 unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/DJLWVMA/K__M_Amusement_Center_LLC__mabke-24-41064__0001.0.pdf?mcid=tGE4TAMA
L.C.S. UNLIMITED: Files for Chapter 11 Bankruptcy
-------------------------------------------------
L.C.S. Unlimited LLC filed for chapter 11 protection in the Middle
District of Alabama. According to court filing, the Debtor reports
between $1 million and $10 million in debt owed to 1 and 49
creditors. The petition states funds will not be available to
Unsecured Creditors.
About L.C.S. Unlimited LLC
L.C.S. Unlimited LLC sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Ala. Case No. 24-32330) on Oct. 15,
2024. In the petition filed by Lisa C. Sweeney, as member, the
Debtor reports estimated assets and liabilities between $1 million
and $10 million each.
LAVIE CARE: Seeks to Extend Plan Exclusivity to December 30
-----------------------------------------------------------
LaVie Care Centers, LLC and its Debtor Affiliates asked the U.S.
Bankruptcy Court for the Northern District of Georgia to extend
their exclusivity periods to file a plan of reorganization and
obtain acceptance thereof to December 30, 2024 and February 27,
2025, respectively.
The Debtors explain that the Chapter 11 Cases are sufficiently
large and complex to warrant the requested extension of the
Exclusive Periods. There are 282 Debtors involved in the Chapter 11
Cases, including Debtors that operate 43 skilled nursing facilities
across the United States and are responsible for the care of the
several thousand residents of those facilities. The Combined
Disclosure Statement and Plan now reflects the terms of the
settlement reached amongst the Debtors, the Committee, the DIP
Lenders, and the Plan Sponsor.
Moreover, the Debtors are now authorized to solicit and seek
confirmation of the Combined Disclosure Statement and Plan.
Solicitation alone will require mailing and tabulation of thousands
of solicitation packages to voting creditors in six voting classes.
Thus, the Debtors submit that the size and complexity of the
Chapter 11 Cases weigh in favor of granting the requested extension
of the Exclusive Periods.
The Debtors claim that they have made and will continue to make
timely payments on their undisputed post-petition obligations in
the ordinary course, meaning that the requested extension of the
Exclusive Periods will not prejudice the legitimate interests of
post-petition creditors. As such, this factor also weighs in favor
of extending the Exclusive Periods.
The Debtors assert that they are not seeking an extension to
pressure their creditors to take any action, but only to ensure
that the Debtors can pursue the resolution of the Chapter 11 Cases,
including by proposing, confirming, and consummating the Combined
Disclosure Statement and Plan, free from distraction or competing
plan proposals. Therefore, this factor also weighs in favor of
extending the Exclusive Periods.
The Debtors further assert that termination of the Exclusive
Periods, particularly at this stage of the Chapter 11 Cases, would
adversely impact the Debtors' efforts to preserve and maximize the
value of their estates and would further complicate the progression
of the Chapter 11 Cases. Such termination may disincentivize
creditors from negotiating with the Debtors and could undermine the
settlement reached by and among the Debtors, the Committee, and the
DIP Lenders.
Counsel for the Debtors:
Daniel M. Simon, Esq.
McDERMOTT WILL & EMERY LLP
1180 Peachtree Street NE, Suite 3350
Atlanta, Georgia 30309
Tel: (404) 260-8535
Fax: (404) 393-5260
E-mail: dsimon@mwe.com
- and -
Emily C. Keil, Esq.
Jake Jumbeck, Esq.
Catherine Lee, Esq.
McDERMOTT WILL & EMERY LLP
444 West Lake Street, Suite 4000
Chicago, Illinois 60606
Tel: (312) 372-2000
Fax: (312) 984-7700
E-mail: ekeil@mwe.com
jjumbeck@mwe.com
clee@mwe.com
About Lavie Care Centers
LaVie Care Centers, LLC, is the parent company of skilled nursing
facility operators and providers, with facilities primarily located
in Mississippi, North Carolina, Pennsylvania and Virginia. The
company operates 43 licensed facilities, with 4,300 beds, providing
short-term rehabilitation, comprehensive post-acute care, and
long-term care to its residents.
On June 2 and 3, 2024, LaVie Care Centers and 281 affiliates filed
voluntary petitions for relief under Chapter 11 of the Bankruptcy
Code (Bankr. N.D. Ga. Lead Case No. 24-55507), before Judge Paul
Baisier in Atlanta.
The Debtors tapped McDermott Will & Emery, LLP as legal counsel;
Stout Capital, LLC as investment banker; and Ankura Consulting as
financial advisor. M. Benjamin Jones, senior managing director at
Ankura, serves as the Debtors' chief restructuring officer.
Kurtzman Carson Consultants, LLC is the claims agent, and maintains
the page http://www.kccllc.com/LaVie
The U.S. Trustee for Region 21 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases.
LEARFIELD COMMUNICATIONS: S&P Rates Senior Secured Term Loan 'B'
----------------------------------------------------------------
S&P Global Ratings assigned its 'B' issue-level rating and '2'
recovery rating to Learfield Communications LLC's proposed $564.3
million senior secured first-lien term loan B due June 2028.
Learfield is issuing a new tranche of senior secured term loan debt
to replace its current $564 million (outstanding) senior secured
term loan B due June 2028. It's the company's intention to reprice
the term loan to SOFR +500 from SOFR +550.
S&P's 'B-' issuer credit rating and stable outlook on Learfield are
unchanged because the proposed transaction is leverage neutral.
The stable outlook reflects S&P's expectation that free operating
cash flow (FOCF) to debt will remain below 5% over the next year,
despite our estimate that gross leverage (before lease and minimum
guaranteed payment adjustments) will decline below 5x.
ISSUE RATINGS - RECOVERY ANALYSIS
Key analytical factors:
-- The company's capital structure comprises a $125 million senior
secured revolving credit facility due December 2027 and the
proposed $564.3 million senior secured first-lien term loan due
June 2028. The revolver is pari passu with the first-lien term
loan.
-- Learfield Communications LLC is the issuer of the company's
debt.
-- The revolving credit facility and term loan are secured by
first-lien interest in substantially all of the domestic tangible
and intangible assets of the borrower and guarantors.
Simulated default assumptions:
-- S&P's simulated default scenario contemplates a default
occurring in 2026 due to a significant decline in cash flow as
economic weakness pressures advertising demand, leading to growth
in the company's minimum guaranteed payments, significantly
outpacing growth in its revenue.
-- Other default assumptions include an 85% draw on the revolving
credit facility, the spread on the revolving credit facility rises
to 5% as the company obtains covenant amendments, and all debt
includes six months of prepetition interest.
-- S&P assumes a reorganization following a default and use an
emergence EBITDA multiple of 6x to value the company, which is line
with peers of a similar size and business strength.
Simplified waterfall:
-- EBITDA at emergence: $89 million
-- EBITDA multiple: 6x
-- Gross enterprise value: $533 million
-- Net enterprise value (after 5% administrative costs): $506
million
-- Value available for first-lien senior secured debt claims: $506
million
-- Estimated first-lien senior secured debt claims: $691 million
--Recovery expectations: 70%-90% (rounded estimate: 70%)
LIGHT SA: Seeks Chapter 15 Recognition
--------------------------------------
Emlyn Cameron of Law360 reports that Light SA, the parent company
of a big Brazilian electrical utility, has petitioned a Texas
bankruptcy judge for U.S. recognition of its foreign insolvency
case.
The company reported that a Brazilian court has authorized a
restructuring plan to manage around $2 billion in debt, with
considerable backing from creditors.
About Light SA
Light SA is an integrated company of the energy sector in Brazil,
active in power generation, transmission, distribution and
trading.
Light SA sought relief under Chapter 15 of the U.S. Bankruptcy Code
(Bankr. S.D. Tex. Case No. 24-90531) on Oct. 15, 2024, to seek U.S.
recognition of its proceedings in the 3rd Business Court of Rio de
Janeiro. WHITE & CASE LLP, led by Charles R. Koster, is the U.S.
counsel.
MANITOWOC CO: Egan-Jones Retains BB- Senior Unsecured Ratings
-------------------------------------------------------------
Egan-Jones Ratings Company on October 10, 2024, maintained its
'BB-' foreign currency and local currency senior unsecured ratings
on debt issued by Manitowoc Company, Inc. EJR also withdrew rating
on commercial paper issued by the Company.
Headquartered in Milwaukee, Wisconsin, Manitowoc Company, Inc. is a
diversified industrial manufacturer of cranes and related products.
MASTIN LABS INC: Case Summary & Three Unsecured Creditors
---------------------------------------------------------
Debtor: Mastin Labs Inc.
6001 W Parmer Ln Suite 370
Austin, TX 78727-3908
Business Description: Mastin Labs creates lightroom presets, ACR
presets, and styles for Capture One and LUTs
presets for photographers.
Chapter 11 Petition Date: October 23, 2024
Court: United States Bankruptcy Court
Western District of Texas
Case No.: 24-11315
Judge: Hon. Shad Robinson
Debtor's Counsel: Robert C Lane, Esq.
THE LANE LAW FIRM
6200 Savoy Dr Ste 1150
Houston TX 77036-3369
Tel: (713) 595-8200
Email: notifications@lanelaw.com
Total Assets: $62,062
Total Debts: $1,669,932
The petition was signed by Timothy D Delaforce as CEO.
A full-text copy of the petition containing, among other items, a
list of the Debtor's three unsecured creditors is available for
free at PacerMonitor.com at:
https://www.pacermonitor.com/view/6RC4AMQ/Mastin_Labs_Inc__txwbke-24-11315__0001.0.pdf?mcid=tGE4TAMA
MASTIN LABS: Case Summary & Three Unsecured Creditors
-----------------------------------------------------
Debtor: Mastin Labs Holding, LLC
6001 W Parmer Ln., Suite 370
Austin, TX 78727-3908
Chapter 11 Petition Date: October 23, 2024
Court: United States Bankruptcy Court
Western District of Texas
Case No.: 24-11316
Judge: Hon. Shad Robinson
Debtor's Counsel: Robert C. Lane, Esq.
THE LANE LAW FIRM
6200 Savoy Dr Ste 1150
Houston TX 77036-3369
Tel: (713) 595-8200
Email: notifications@lanelaw.com
Total Assets: $25,947
Total Debts: $1,669,932
The petition was signed by Timothy D Delaforce as CEO.
A full-text copy of the petition containing, among other items, a
list of the Debtor's three unsecured creditors is available for
free at PacerMonitor.com at:
https://www.pacermonitor.com/view/634L5BI/Mastin_Labs_Holding_LLC__txwbke-24-11316__0001.0.pdf?mcid=tGE4TAMA
MERCON COFFEE: Court Cuts Riveron's Fees by $20,000
---------------------------------------------------
The Honorable Michael E. Wiles of the United States Bankruptcy
Court for the Southern District of New York granted Riveron
Management Services, LLC's final application for the payment of
fees and reimbursement of expenses in the bankruptcy case of Mercon
Coffee Corporation and its affiliated debtors. Riveron's approved
fees shall be reduced by $20,000.
Riveron Management Services, LLC was retained to provide services
to Mercon Coffee Corporation and its affiliated debtors in their
chapter 11 cases, and Harve Light of Riveron served as Chief
Restructuring Officer. A plan of reorganization was confirmed on
July 30, 2024, and pursuant to the confirmed plan a Liquidating
Trust was established, for which Marc S. Kirschner acts as
Liquidating Trustee. The Liquidating Trust Agreement provided that
the amounts needed for professional fee claims, and amounts needed
for other administrative claims, would be estimated and that
escrows would be established in the amounts of those estimates. The
escrows were to be funded from operating cash that the Debtors held
and that otherwise would have been cash collateral of a group of
secured lenders for whom Rabobank acted as agent. The lenders
agreed that all amounts necessary for the payment of administrative
expenses (including professional fees) could be taken out of that
collateral at the same time as certain other escrows were
established, and that any balance would be paid to the lenders.
Riveron provided estimates of the amounts needed for a professional
fee escrow account and for a separate escrow account for other
administrative claims. After the escrows were funded, a cash
balance of $1,218,787.85 remained, which was turned over to
Rabobank for distribution to the prepetition secured lenders. It
appears that the escrow for professional fees was adequately
funded. However, Riveron made mistakes in calculating the amounts
needed for the separate administrative claims escrow. It failed to
include amounts that ultimately turned out to be payable to Kroll
Restructuring Administration LLC in its capacity as the retained
claims agent ($348,533.35) and the law firm of Miller Friel, PLLC
($57,175.42), which had been retained as an "ordinary course"
professional firm.
No party objected to the administrative claims that were filed by
the claims agent and by Miller Friel. There is no dispute (1) that
the confirmed plan requires that all administrative claims be paid
in full, (2) that the prepetition secured lenders had agreed that
those payments would be funded by amounts that otherwise would have
been the lenders' cash collateral, (3) that the administrative
claims filed by the claims agent and by Miller Friel were valid and
allowable, and (4) that the fee application by Riveron is
reasonable and valid except to the extent that Riveron should be
penalized for the mistake that it made. There is also no dispute
that if the amounts payable to Kroll and to Miller Friel had been
included in the original escrow amounts, then the amounts of cash
paid to the secured lenders would have been reduced -- just as
Rabobank and the secured creditors had previously agreed, and just
as the Plan contemplated. Paying the claims out of monies that
otherwise would be distributed to the secured lenders therefore
will just put them in the same position that they would, and
should, have been in if the mistake had not occurred. However, the
Liquidating Trustee has raised the question of whether the
Liquidating Trust Agreement permits him to pay the "shortfall" out
of any amounts other than the escrow accounts. He has contended
that Riveron's fees should be reduced by the full amount of the
shortfall in those accounts to make up for the "damage" to the
secured lenders that has allegedly resulted from Riveron's
mistake.
The remaining issue is whether Riveron's error is grounds for a
reduction to its allowed fees and expenses.
Judge Wiles says, "I have not received a completely satisfactory
answer as to just how the error occurred, which suggests that
Riveron did not poll those entities before making its estimates, or
did not carefully check prior payment records, or that some other
oversight was involved. However, I see no reason in law or equity
why Riveron's error should result in a windfall to the secured
lenders. Plainly the error has resulted in some expense and
litigation that otherwise would not have been necessary, though
quite frankly it strikes me that the contention that the mistake
has injured the secured creditors is specious, and this issue
should have been resolved much more easily and without the need to
involve the Court. I will reduce Riveron's fees by $20,000 but will
otherwise grant its final application for allowance of its fees and
expenses."
The Liquidating Trustee is authorized and directed to pay all
allowed professional fee claims and all other allowed
administrative expenses, regardless of whether the
previously-established escrow accounts were sufficient to cover
those sums, and if necessary such payments shall be made out of
amounts that otherwise would have been payable to the holders of
Class A trust interests.
A copy of the Court's decision dated October 18, 2024, is available
at https://urlcurt.com/u?l=zLmJg8
Attorneys for Marc S. Kirschner, as Liquidating Trustee:
Howard P. Magaliff, Esq.
R3M LAW, LLP
6 East 43rd Street, 21st Fl
New York, NY 10017
Tel: (877) 205-9157
Attorneys for Riveron Management Services, LLC:
Mark B. Joachim, Esq.
POLSINELLI PC
600 3rd Ave 42nd Floor
New York, NY 10016
Tel: (347) 415-4451
E-mail: mjoachim@polsinelli.com
About Mercon Coffee Corp.
Mercon Coffee Corp. -- https://www.merconcoffeegroup.com/ -- is a
supplier of green coffee to the international coffee roasting
industry. It is headquartered in the Netherlands and has offices
around the globe.
Mercon and its affiliates filed Chapter 11 petitions (Bankr.
S.D.N.Y. Case No. 23-11945) on Dec. 7, 2023. In the petition filed
by its chief restructuring officer, Harve Light, Mercon reported
$100 million to $500 million in both assets and liabilities.
Judge Michael E. Wiles oversees the cases.
The Debtors tapped Baker & McKenzie, LLP and Chipman Brown Cicero &
Cole, LLP as bankruptcy counsels; Dentons Nicaragua, S.A. and Resor
N.V. as special counsels; Rothschild & Co US Inc. and Rothschild &
Co Mexico S.A. de C.V. as financial advisor and investment banker;
Harve Light of Riveron Management Services, LLC as chief
restructuring officer. Kroll Restructuring Administration, LLC is
the Debtors' claims and noticing agent and administrative advisor.
The U.S. Trustee for Region 2 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases.
O'Melveny & Myers, LLP and Ankura Consulting Group, LLC serve as
the committee's legal counsel and financial advisor, respectively.
MOJ REALTY: To Sell Valrico Property to Yazan Musa for $1.6-Mil.
----------------------------------------------------------------
MOJ Realty LLC seeks permission from the U.S. Bankruptcy Court for
the Middle District of Florida, Tampa Division, to sell its
property located in Valrico, Florida, free and clear of liens.
The Debtor seeks to sell its sole asset, a mobile home park, to pay
creditors, and has entered into a contract to sell the Property to
Yazan Musa for a cash price of $1,600,000.
The Debtor has employed Marcus and Millichap Real Estate Investment
Service of Florida Inc. as real estate agent and Quint Schenck as
commercial real estate agent.
Yazan Musa has agreed to waive a financing contingency and the
closing of the sale will occur 15 days after expiration of a 30-day
due diligence period.
The Debtor believes the sale of the Property is fair and reasonable
and the purchase price is sufficient to pay the first mortgage,
real property taxes, the real estate commission, administrative
expenses and a dividend to general unsecured creditors.
The Debtor proposes to distribute the net proceeds from the sale
to:
-- First Mortgage – 2JEC with $1,430,000.00
-- Real Estate Taxes – Hillsborough County with $38,605.83
-- Commission to Broker with $48,000.00
-- Administrative expenses with $27,780.00
-- US Trustee Fees with $13,600.00
The Debtor has also agreed to pay a minimum dividend of 20% to
holders of allowed general unsecured claims.
About MOJ Realty, LLC
MOJ Realty, LLC, a Single Asset Real Estate, operates a mobile home
park in Valrico, Florida.
MOJ Realty filed a Chapter 11 bankruptcy petition (Bankr. M.D. Fla.
Case No. 23-01259) on March 31, 2023. In the petition signed by
William A. Guzman, managing member, the Debtor disclosed $500,000
to $1 million in assets and $1 million to $10 million in
liabilities.
Judge Catherine Peek McEwen presides over the case.
The Law Office of Leon A. Williamson, Jr., PA serves as the
Debtor's counsel.
MYRA PARK 635: Files Amendment to Disclosure Statement
------------------------------------------------------
Myra Park 635, LLC, submitted a First Amended Disclosure Statement
describing Plan of Reorganization.
The Debtor is a single asset commercial rental real estate
development property and has operated as such prior to and during
the bankruptcy. During the period prior to the date on which the
bankruptcy petition was filed, the Debtor is owned and managed by
Myra Park Investors, LP. After the effective date of the order
confirming the Plan, the ownership shall remain the same.
The Amended Disclosure Statement does not alter the proposed
treatment for unsecured creditors and the equity holder:
* Class 4 consists of Allowed General Unsecured Claims. The
allowed unsecured claims total $1,743,509.24. The Debtor is
finalizing a refinance with Westview Capital of $52.65 Million,
which will pay this debt in full at the closing of the loan on or
before the Effective Date of the confirmed Plan, which the Debtor
is proposing to be within 60 days from entry of the confirmation
Order. Title is currently open at Newmark Title company, and final
details for the loan and title policy are nearing their
conclusion.
* Equity interest holders are parties who hold an ownership
interest (i.e., equity interest) in the Debtor. All Equity interest
holders will retain their interest in the Reorganized Debtor.
The Debtor is finalizing a refinance with Westview Capital of
$52.65 Million, which will pay this debt in full at the closing of
the loan on or before the Effective Date of the confirmed Plan,
which the Debtor is proposing to be within sixty days from entry of
the confirmation Order. Title is currently open at Newmark Title
company, and final details for the loan and title policy are
nearing their conclusion.
The payment of debts will be completed in a single payment at the
closing of the new loan on or before the Effective Date of the
plan.
Prime's Asserted Option and Settlement Resolving Related
Disputes
In summary, as part of the May 2020 sale of the Property and in
connection with a Purchase and Sale Agreement ("PSA"), Myra Park
granted a repurchase option ("Option") under a Supplemental
Agreement ("Supplemental Agreement"). The Option provided that
Prime could repurchase the Property, free and clear of all liens
and encumbrances, other than those in existence at the time of the
2020 sale, in the event that Myra Park had not started construction
of the facility by May 2022, and completed such construction by May
2024. Prime's exercise of the Option has been stayed by Debtor's
chapter 11 filing and, to accommodate mediation and attempts to
settle, Prime agreed not to file a motion for stay relief seeking
permission to exercise the Option.
However, if the Option were exercised, the option price at present
would be approximately $3.2 million. Prime believes that, in a
Chapter 7 case, most or all of the $3.2 million would likely be
claimed by Clark Ridge Canyon, LTD, leaving nothing for other
creditors. Because Prime would prefer other outcomes, Prime and the
Debtor pursued a mediated settlement, now embodied in Article XIII
of the Plan and described herein, which Prime supports as fair and
equitable to all parties. Debtor's settlement with Prime requires
the Debtor to pay Prime $1.375 million within 90 days of the entry
of an Order confirming the Plan. If Debtor fails to timely pay
Prime this amount, the Plan will not become effective.
Clark Ridge disagrees with Prime's position and believes that its
lien is the first priority lien on the Property and is not affected
nor removed in any way by Prime absent payment in full.
The Debtor has sought, to the extent possible while still upholding
its fiduciary obligations, to retain neutrality vis a vis the
potential disputes between Prime, Clark Ridge, and other potential
lienholders, preferring instead the negotiated resolution embodied
in the Plan. Debtor believes that the financing underlying
performance of the Plan will not be available absent such
settlement.
The Debtor believes that the potential disputes by and among Prime,
Clark Ridge, and other potential lienholders are appropriately
resolved under the Plan.
A full-text copy of the First Amended Disclosure Statement dated
September 12, 2024 is available at https://urlcurt.com/u?l=djcKcM
from PacerMonitor.com at no charge.
Counsel to the Debtor:
Robert C. Lane, Esq.
THE LANE LAW FIRM, PLLC
6200 Savoy, Suite 1150
Houston, TX 77036
Telephone: (713) 595-8200
Facsimile: (713) 595-8201
Email: notifications@lanelaw.com
About Myra Park 635, LLC
Myra Park 635 is a real estate development company.
Myra Park 635, LLC filed its voluntary petition for relief under
Chapter 11 of the Bankrutpcy Code (Bankr. S.D. Tex. Case No.
24-30503) on Feb. 5, 2024. The petition was signed by Sohail
Hassan as manager. At the time of filing, the Debtor estimated
$11,000,100 in total assets and $14,143,067 in liabilities.
Judge Eduardo V Rodriguez presides over the case.
Robert C Lane, Esq., at THE LANE LAW FIRM, is the Debtor's counsel.
NATIONAL AMUSEMENTS: S&P Withdraws 'CCC' Issuer Credit Rating
-------------------------------------------------------------
S&P Global Ratings withdrew all of its ratings on National
Amusements Inc., including the 'CCC' issuer credit rating,
following the repayment of the company's term loan. At the time of
the withdrawal, its outlook on National Amusements was negative.
NCD HOLDINGS: To Sell Heath Property to Johnson Family Trust
------------------------------------------------------------
NCD Holdings Trust seeks approval from the U.S. Bankruptcy Court
for the Northern District of Texas, Dallas Division, to sell its
property located at 921 Cedar Shores Drive, Heath, Texas 75032.
The Debtor was formed by its Settlor, Eileen Kosoy, to locate and
acquire investment property.
Kelli Christine Haynie, a well-regarded real estate broker, was
named as the Trustee of the Debtor.
The lienholders of the property are ARC Home Loans LLC and Indie's
Ranch, LLC .
The Debtor retained Coldwell Banker Apex, Realtors LLC as its real
estate broker.
According to the Exclusive Listing Agreement, the listing price for
the Property was $6,200,000 and the Debtor agreed to pay Coldwell a
sales commission of 4.0% of the total sales price.
The Debtor proposes to sell the Property to Johnson Family Trust,
which has submitted the highest purchase price offer of $5,600,000,
and seeks to liquidate its Assets in order to repay its creditors
in full and carry out its objectives in the Chapter 11 case.
About NCD Holdings Trust
NCD Holdings is a Single Asset Real Estate debtor (as defined in 11
U.S.C. Section 101 (51B)).
NCD Holdings Trust in Austin TX, filed its voluntary petition for
Chapter 11 protection (Bankr. N.D. Tex. Case No. 24-30638) on March
4, 2024, listing as much as $1 million to $10 million in both
assets and liabilities. Kelli Haynie as trustee, signed the
petition.
The Honorable Michelle V. Larson presides over the case.
Brandon Tittle, Esq., at TITTLE LAW GROUP, PLLC, serves as the
Debtor's legal counsel.
OAKS SENIOR LIVING: Involuntary Chapter 11 Case Summary
-------------------------------------------------------
Alleged Debtor: The Oaks Senior Living LLC
2151 Michelson Drive
Suite 164
Irvine CA 92612
Business Description: The Oaks Senior Living is a Single Asset
Real Estate debtor (as defined in 11
U.S.C. Section 101(51B)).
Involuntary Chapter
11 Petition Date: October 23, 2024
Court: United States Bankruptcy Court
Northern District of California
Case No.: 24-30791
Petitioner's Counsel: Bennett G. Young, Esq.
JEFFER MANGELS BUTLER & MITCHELL LLP
Two Embarcadero Center, Fifth Floor
San Francisco CA 94111-3813
Tel: 415-398-8080
Email: byoung@jmbm.com
A full-text copy of the Involuntary Petition is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/ARRX6GI/The_Oaks_Senior_Living_LLC__canbke-24-30791__0001.0.pdf?mcid=tGE4TAMA
Alleged creditor who signed the petition:
Petitioner Nature of Claim Claim Amount
VentureSeniorLiving, LLC Loans $77,000
35 Miller Avenue, No. 232
Mill Valley CA 94941
OFFICE PROPERTIES: Issues $42.57-Mil. in Senior Secured Notes
-------------------------------------------------------------
Office Properties Income Trust disclosed in a Form 8-K Report filed
with the U.S. Securities and Exchange Commission that in connection
with private exchanges with certain investors for certain of the
Company's unsecured notes, the Company issued $42,570,000 aggregate
principal amount of new 9.000% senior secured notes due 2029, or
the Notes, and related guarantees, pursuant to that certain
Indenture, dated as of October 8, 2024, among the Company, the
initial subsidiary guarantors listed on the signature pages
thereto, and U.S. Bank Trust Company, National Association, as
trustee and collateral agent.
The Indenture and Notes contain substantially similar terms as that
certain Indenture, dated as of June 20, 2024, among the Company,
the initial subsidiary guarantors listed on the signature pages
thereto, and U.S. Bank Trust Company, National Association, as
trustee and collateral agent, pursuant to which the Company issued
$567,429,000 aggregate principal amount of new 9.000% senior
secured notes due 2029, and which Existing Indenture and form of
Existing 2029 Notes were filed with and described in the Company's
Current Report on Form 8-K filed with the Securities and Exchange
Commission on June 21, 2024.
The Notes are secured by the collateral securing the Existing 2029
Notes and will rank pari passu in security with the Existing 2029
Notes. The agents for the Notes and the Existing 2029 Notes have
entered into a customary pari passu intercreditor agreement.
The Private Placements were made in reliance on an exemption from
registration under Section 4(a)(2) of the Securities Act of 1933,
as amended (which we refer to as the Securities Act), or Regulation
S promulgated thereunder. The Notes have not been registered under
the Securities Act and may not be offered or sold in the United
States absent registration or an applicable exemption from
registration.
About Office Properties
Office Properties Income Trust is a REIT organized under Maryland
law. As of Dec. 31, 2023, its wholly owned properties were
comprised of 152 properties, and it had noncontrolling ownership
interests of 51% and 50% in two unconsolidated joint ventures that
owned three properties containing approximately 468,000 rentable
square feet. As of Dec. 31, 2023, the Company's properties are
located in 30 states and the District of Columbia and contain
approximately 20,541,000 rentable square feet. As of Dec. 31, 2023,
its properties were leased to 258 different tenants, with a
weighted average remaining lease term (based on annualized rental
income) of approximately 6.4 years. The U.S. government is its
largest tenant, representing approximately 19.5% of its annualized
rental income as of Dec. 31, 2023.
As of March 31, 2024, the Company had $4 billion in total assets,
$2.7 billion in total liabilities, and $1.3 billion in total
stockholders' equity.
* * *
In May 2024, OPI announced it was actively negotiating with its
existing debtholders to exchange four series of its currently
outstanding senior unsecured notes (worth $1.7 billion at face
value) for up to $610 million of new senior secured notes and
related guarantees, with priority given to the 2025 noteholders
($650 million outstanding). The exchange would result in
debtholders receiving below the par value of the existing notes.
In July 2024, S&P Global Ratings raised its issuer credit rating on
Office Properties Income Trust (OPI) to 'CCC-' from 'SD' (selective
default) and its issue-level ratings on the senior unsecured notes
that were part of the exchange to 'CCC-' from 'D'. S&P said, "We
lowered our issue-level rating on the company's March 2029 senior
secured notes to 'CCC+' from 'B-', with the recovery rating
remaining '1'. We also lowered the issue-level rating on the
company's 2050 senior unsecured notes, which were not part of the
debt exchange, to 'CCC-' from 'CCC'. The recovery rating on all the
unsecured notes is unchanged at '3'. We also assigned our 'CCC' and
'2' recovery rating to the company's new September 2029 senior
secured notes."
S&P Global Ratings lowered its issuer credit rating on OPI to 'CC'
from 'CCC' and its issue-level ratings on its senior unsecured
notes due 2025, 2026, 2027, and 2031, which are part of the
proposed exchange, to 'CC' from 'CCC'. At the same time, S&P
affirmed its 'CCC' issue-level rating on the company's senior
unsecured notes due 2050, which are not part of the proposed
exchange, and its 'B-' issue-level rating on its existing secured
notes due 2029. Its '3' recovery rating on all the unsecured notes
and '1' recovery rating on the secured notes are unchanged.
In June 2024, S&P Global Ratings lowered its issuer credit rating
on Office Properties Income Trust (OPI) to 'SD' (selective default)
and its issue-level rating on the company's 2025, 2026, 2027, and
2031 senior unsecured notes to 'D'. S&P said, "We view the debt
exchange as distressed and tantamount to a default. The downgrade
follows OPI's completion of its private debt exchange. In
aggregate, the company exchanged $865.2 million of its 2025, 2026,
2027, and 2031 senior unsecured notes for $567.4 million of new
senior secured notes due 2029. The exchange consideration varied
depending on which notes were exchanged, with longer-dated notes
receiving less consideration. In addition, certain noteholders
received common equity to incentivize the exchange. In our view,
this transaction is a distressed exchange and tantamount to a
default because lenders received less than the original promise of
the securities, which is not offset by adequate compensation."
ONCOCYTE CORP: Patrick W. Smith Reports 6% Stake via Trust
----------------------------------------------------------
Patrick W. Smith disclosed in a Schedule 13G Report filed with the
U.S. Securities and Exchange Commission that as of October 2, 2024,
PATRICK W SMITH TTEE THE SMITH IRREVOCABLE TRUST U/A DTD 05/01/2015
beneficially owned 1,013,321 of Oncocyte Corporation's common
stock, representing 6% of the 16,835,247 shares of Common Stock
outstanding as of October 8, 2024.
As the trustee of the Trust, Patrick W. Smith may be deemed to
beneficially own the securities held by the Trust. Patrick W. Smith
disclaims beneficial ownership of the shares reported herein except
to the extent of his pecuniary interest therein.
A full-text copy of Patrick W. Smith's SEC Report is available at:
https://tinyurl.com/yze64ar4
About Oncocyte Corp.
Irvine, Calif.-based Oncocyte Corporation is a molecular
diagnostics technology company. The Company's tests are designed to
help provide clarity and confidence to physicians and their
patients. VitaGraft is a clinical blood-based solid organ
transplantation monitoring test. GraftAssure is a research use only
(RUO) blood-based solid organ transplantation monitoring test.
DetermaIO is a gene expression test that assesses the tumor
microenvironment to predict response to immunotherapies. DetermaCNI
is a blood-based monitoring tool for monitoring therapeutic
efficacy in cancer patients.
Costa Mesa, Calif.-based Marcum LLP, the Company's auditor since
2023, issued a "going concern" qualification in its report dated
April 15, 2024, citing that the Company has incurred operating
losses and negative cash flows since inception and needs to raise
additional funds to meet its obligations and sustain its
operations. These conditions raise substantial doubt about the
Company's ability to continue as a going concern.
As of June 30, 2024, Oncocyte had $74.72 million in total assets,
$52.02 million in total liabilities, and $22.70 million in total
shareholders' equity.
ONDAS HOLDINGS: OAS Forms Alliance With GenLab for Public Safety
----------------------------------------------------------------
GenLab Venture Studio (GenLab) announces the creation of a
strategic alliance with Ondas Autonomous Systems Inc. (OAS) to
drive the future of public safety, first responder, and emergency
response through the selection and integration of trusted
autonomous systems for critical infrastructure protection, homeland
security, and national security service providers.
"The future of public safety and security of Autonomy & Mobility is
being redefined with extraordinary breakthroughs in artificial
intelligence, autonomy, and navigation," said Daniel Riedel,
founder of GenLab Venture Studio. "We are not only privileged to
partner with the leader in trusted autonomous systems, Ondas
Autonomous Systems, but we are also actively investing in their
breakthroughs for scaling critical infrastructure protection."
OAS' advancements in autonomy and the proven system reliability of
their Optimus System to collect and provide essential intelligence
in the scaled deployment of automated drone fleets are reshaping
what's possible for drones as first responder (DFR) and autonomous
fleet management operations to defend the Cloud Service Provider,
Data Center, AI Semiconductor and Foundry Industry's most valuable
critical infrastructure.
GenLab's Studio's VC model is a venture studio equity class
designed to build sustainable, trusted deep tech and artificial
intelligence business models. By partnering with best-in-class
technology providers such as OAS, GenLab creates unique, resilient,
and highly scalable platforms and business models to become a
leader in value creation for global infrastructure.
Sarah Novotny, GenLab partner and CTO: "AI data platforms,
autonomous distributed systems like Optimus from OAS, and 5G
combined with velocity and navigation telemetry generated by
state-of-the-art guidance sensor suites will redefine
transportation and autonomy. Telemetry and observability data are
critical as we work to trust artificial intelligence platforms as
they integrate into our data in our daily lives and physical
systems."
"GenLab's investments in firms like OAS and its backing for their
Optimus and Iron Drone portfolio for critical infrastructure are
informed by decades of data security and infrastructure experience,
underscoring the importance of building safe, robust data
governance and deploying secure, scalable systems. Too many
services we rely on daily are built on complex, fragile systems
reliant on transmitting crucial telemetry data moved through
potentially insecure systems."
"Our national organizations, such as DHS, Mitre, NIST, and other
FRRDCs, including our national labs, constantly encourage "Secure
by Design" approaches to building better, scaling better, and
delivering systems that society can trust, our venture community
must help drive that methodology to ensure we build trusted
infrastructure for our families and our future."
"OAS proven autonomous drone systems provide GenLab's partners in
Corporate Venture Capital and the Defense Industrial Base with a
highly reliable aerial data platform that ensures system integrity
and operational continuity. The Optimus System delivers the
necessary drone infrastructure and command-and-control (C2) and
data automation software systems combined with integrated airspace
safety infrastructure and regulatory solutions for truly autonomous
operations and intelligence gathering."
Already operational in the UAE and Israel, the Optimus System
employs scalable automated drone fleets that function without
on-the-ground human intervention, forming a task force that gathers
and delivers crucial information for a variety of customer needs.
Those needs include ISR requirements to secure critical military
assets and DFR capabilities for public safety and security
organizations protecting the world's most critical industrial and
technology infrastructure. Protecting that infrastructure, ranging
from cloud hyperscale, data centers and semiconductor manufacturing
facilities to maritime ports and airports, is an imperative given
how strategic these assets are in supporting the defense and
economic security of the United States
"Recent increases in supply chain integrity breaches have raised
the bar again for companies that must apply zero-trust principles
to manufacturing. Implementing these principles while driving
widespread adoption and commercialization of valuable AI-enabled
systems is, in essence, the purpose of GenLab, " says Bob Gourley,
Advisor to GenLab Venture Studio. "Given the global need to protect
the integrity of the supply chain at every step from
transportation, delivery, building, and deploying, we will have to
rely on autonomous systems to give humans the ability to have full
visibility and transparency."
Gourley continued, "For decades, hundreds of companies have been
working to improve drone automation and fleet autonomy, but few
have been able to demonstrate the reliable automation capabilities
that OAS possesses and that are required to realize the benefits of
truly scalable aerial operations.
Each Optimus System operates as a networked fleet, featuring a
smart docking station for automated battery changes, ensuring 24/7
continuous operation. These stations enable automated sensor
loading and installation tailored to mission-specific requirements.
Optimus drones provide aerial coverage of up to 30 square miles per
docking station. Tasked with various sensors, the drones facilitate
diverse operations, with complex missions overseen remotely from a
command-and-control center. Built to endure harsh environments, it
operates effectively in both extreme heat and cold weather
conditions. The Optimus System is designed to operate in complex
aerial environments including those where GPS and communication
links are compromised or unavailable.
The autonomous capabilities of the Optimus System are powered by
the Primus and Insightful mission-critical software platforms,
offering robust support for navigation, data processing, and
analysis. The Primus platform serves as a C2 system for remote
BVLOS operations, managed from an Integrated Control Center, and
supports fleet operations, while providing real time payload
control during flight. Primus also commands the automated
functionality of the docking station. The Insightful platform is a
comprehensive geo-visual data solution designed to enhance the
capabilities of Airobotics' Optimus drones. It excels in real-time
data processing, transforming data captured by the drones into
actionable insights without requiring human intervention ensuring
timely and accurate intelligence delivery. Additionally, Insightful
serves as a unified data platform, providing a secure, centralized
web-based portal for visualizing, understanding, and sharing of
data and intelligence.
Modular and adaptable, the Optimus System allows for
interchangeable and upgradeable components, including payload
sensors and data analytics, to meet specific customer needs.
Similarly, both Primus and Insightful software platforms provide
comprehensive suites of APIs to ensure integration with related
aerial infrastructure, customer operating systems and for third
party data processing and analytics capabilities.
"We are excited to partner with GenLab to help expand the market
for our Optimus System," said Eric Brock OAS Chairman & CEO.
"GenLab brings extreme expertise in AI/ML technologies and their
application to support high performing business models valued by
customers. Our partnership will help OAS advance and deliver new
AI-driven capabilities allowing for faster and deeper penetration
in our targeted end markets. Demand is surging for reliable,
persistent DFR-type solutions that are truly autonomous across
public safety and critical infrastructure and industrial security
markets, including for the protection of our nation's most
strategic and valuable technology assets. Utilizing the combined
strengths of OAS and GenLab, we will together meet the highest
autonomy requirements for aerial security and intelligence that OAS
can uniquely deliver with Optimus."
The unique capabilities of OAS' Optimus System allow GenLab to
leverage its deep knowledge in building secure data platforms and
deliver advanced integration into a variety of business models that
can help drive global infrastructure from observability to
autonomy. Optimus can persistently collect high valued data which
has been historically difficult to capture and harness and turned
into actionable intelligence. Collecting that data at scale is
fundamental to highly precise and trusted artificial intelligence
systems.
About GenLab Studio
GenLab Studio is a venture studio building startups that leverage
the impact and application of generative AI. By focusing on solid
design principles and engaging a diverse community, GenLab Studio
aims to create groundbreaking products that help build a stronger
ecosystem for AI and humanity.
About Ondas Autonomous
Systems Inc
Ondas Autonomous Systems Inc. (OAS) specializes in the design,
development, and marketing of autonomous drone solutions through
its wholly owned subsidiaries, American Robotics, Inc. and
Airobotics LTD. OAS is deploying two advanced autonomous drone
platforms: the Optimus System and the Iron Drone Raider system,
aimed at providing aerial security and intelligence for military,
critical infrastructure, and industrial markets.
The Optimus System is the world's first FAA-certified small UAS
(sUAS) designed for aerial security and data capture, while the
Iron Drone Raider is a counter-drone system developed to combat the
increasing threat of hostile drones. Both platforms are highly
automated, AI-powered, and capable of continuous, remote operation
required by critical defense, infrastructure, industrial, and
government applications where enhanced security, data collection,
and information processing are essential. American Robotics and
Airobotics boast industry-leading regulatory achievements,
including the first-ever FAA Type Certification for the Optimus
System and the first drone system approved by the FAA for automated
beyond-visual-line-of-sight (BVLOS) operations without an on-site
human operator.
Together, OAS, American Robotics, and Airobotics deliver improved
situational awareness and advanced data collection and processing
capabilities to customers in defense, homeland security, public
safety, and other critical industrial and government sectors. OAS
and its subsidiaries have headquarters in Baltimore County,
Maryland and Peta Tikvah, Israel
About Ondas Holdings
Marlborough, Mass.-based Ondas Holdings Inc. is a provider of
private wireless, drone, and automated data solutions through its
subsidiaries Ondas Networks Inc., Ondas Autonomous Holdings Inc.,
Airobotics, Ltd, and American Robotics, Inc. Ondas Networks,
American Robotics, and Airobotics together provide users in
defense, homeland security, public safety, and other critical
industrial and government security and infrastructure markets with
improved connectivity, situational awareness, and data collection
and information processing capabilities.
Somerset, N.J.-based Rosenberg Rich Baker Berman, P.A., the
Company's auditor since 2017, issued a "going concern"
qualification in its report dated April 1, 2024, citing that the
Company has experienced recurring losses from operations, negative
cash flows from operations, and a working capital deficit as of
Dec. 31, 2023.
For the years ended December 31, 2023, and 2022, Ondas Holdings
reported a net loss of $44,844,872 and $73,241,805, respectively.
As of June 30, 2024, Ondas Holdings had $82.5 million in total
assets, $46.1 million in total liabilities, $17.03 million in
redeemable noncontrolling interest, and $19.4 million in total
stockholders' equity.
ORBIT MARKETING: Court OKs Springfield Property Sale for $95,000
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Michigan,
Grand Rapids, granted Kelly M. Hagan, the Trustee in the case of
Orbit Marketing, LLC, and Beadle Smith, PLC, as counsel, to sell
the property commonly known as 598 Avenue A, Springfield, MI to
T.M.T. Realty Holdings LLC for $95,000.
The Property is a parcel of real estate located in the City of
Springfield, Calhoun County, Michigan.
The Trustee hired Weichert Realtors Platinum and NAI Wisinski of
West Michigan as its broker.
The Court authorized the Trustee to pay a commission of 4% of the
gross sales price to Weichert Realtors Platinum and NAI Wisinski of
West Michigan as seller's broker, with an additional 3% being paid
to the Buyer's broker.
The Court directed the Trustee to execute all documents necessary
to consummate the sale of the Property including the discharge of
the Calhoun County Judgment Lien.
About Orbit Marketing, LLC
Orbit Marketing, LLC is a solar power solutions provider in
Southwest Michigan.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D. Mich. Case No. 24-01123) on April 27,
2024. In the petition signed by Joshua L. Thompson, sole member,
the Debtor disclosed $5,117,054 in assets and $9,699,929 in
liabilities.
Judge Scott W. Dales presides over the case.
James R. Oppenhuizen, Esq., at Oppenhuizen Law Firm, PLC served as
the Debtor's legal counsel and David Jewell, CPA, at Yeo & Yeo, PC
as financial consultants.
Kelly M. Hagan is the case trustee and is represented by Beadle
Smith, PLC.
QUANTUM CORP: Falls Short of Nasdaq Listing Requirement
-------------------------------------------------------
Quantum Corporation disclosed in a Form 8-K Report filed with the
U.S. Securities and Exchange Commission that the Company was
notified by the Nasdaq Stock Market LLC that it was not in
compliance with Nasdaq's minimum Market Value of Publicly Held
Shares requirement of $15,000,000, as set forth in Nasdaq Listing
Rule 5450(b)(3)(C), for 30 consecutive business days. Nasdaq
Listing Rule 5810(c)(3)(D) provides that a failure to meet the
continued listing requirement for Market Value of Publicly Held
Shares shall be determined to exist only if the deficiency
continues for a period of 30 consecutive business days.
The notification has no immediate effect on the Company's Nasdaq
listing, and the Company has 180 calendar days from October 4,
2024, to regain compliance with Nasdaq Listing Rule 5450(b)(3)(C).
If at anytime during this 180-day period the Company's Market Value
of Publicly Held Shares closes at $15,000,000 or more for a minimum
of ten consecutive business days, the Company will regain
compliance, unless Nasdaq exercises its discretion to extend this
10-day period of compliance.
The Nasdaq notification has no impact on the Company's business
operations.
About Quantum Corp.
Quantum Corp., based in San Jose, California, specializes in
technology and services that store and manage video and video-like
data. It provides streaming solutions for video and rich media
applications, as well as low-cost, high-density, massive-scale data
protection and archive systems. The company aims to help customers
capture, create, share, and preserve digital data for decades.
As of March 31, 2024, Quantum Corp. reported total assets of $187.6
million, total liabilities of $309.1 million, and a total
stockholders' deficit of $121.5 million.
Grant Thornton LLP, the company's auditor since 2023, issued a
"going concern" qualification in its report dated June 28, 2024.
The report cited that as of March 31, 2024, Quantum Corp. was in
default of certain debt covenants associated with its term debt and
credit facility, although it had obtained a waiver from its
lenders. All defaults existing at that time were waived through
July 2024. However, the company believes it is probable that it
will again violate certain debt covenants at the next testing date
in July 2024.
To address these challenges, Quantum Corp. plans to seek additional
covenant waivers or refinance its existing term debt and credit
facility. Additionally, the company is exploring strategies to
obtain further funding, which may include potential asset sales. If
it cannot extend the waiver, the company will need additional
funding to cover amounts due on its revolving credit and term loan.
However, there is uncertainty regarding its ability to secure this
funding or extensions on acceptable terms. The challenges faced
raise substantial doubt about Quantum Corp.'s ability to continue
as a going concern.
RANGE RESOURCES: Egan-Jones Retains BB Senior Unsecured Ratings
---------------------------------------------------------------
Egan-Jones Ratings Company on October 7, 2024, maintained its 'BB'
foreign currency and local currency senior unsecured ratings on
debt issued by Range Resources Corporation. EJR also withdrew
rating on commercial paper issued by the Company.
Headquartered in Fort Worth, Texas, Range Resources Corporation is
an independent oil and gas company that explores, develops, and
acquires oil and gas properties.
RED RIVER LLC: DOJ Says Newest Bankruptcy Bid Should be Tossed
--------------------------------------------------------------
Evan Ochsner of Bloomberg Law reports that the Justice Department's
bankruptcy watchdog has called for the dismissal of Johnson &
Johnson's latest attempt to use a subsidiary's bankruptcy to settle
tens of thousands of talc-related personal injury claims.
According to the US Trustee, the bankruptcy of Red River Talc LLC
mirrors two previous Chapter 11 cases involving a J&J talc
subsidiary, both of which were dismissed by a different bankruptcy
court. The US Trustee argued in a motion filed Monday that J&J is
attempting to circumvent those earlier rulings by placing Red
River, a newly created entity, into Chapter 11 in the US Bankruptcy
Court for the Southern District of Texas.
"Taken as a whole, J&J's tactics are a textbook example of bad
faith," the US Trustee said in the filing.
Johnson & Johnson's previous efforts to use bankruptcy to resolve
widespread claims that its talc products caused cancer unraveled
after the Third Circuit ruled that the subsidiary placed into
bankruptcy was not financially distressed.
The US Trustee argued that Red River Talc LLC, the newly formed
entity, has no legitimate need for bankruptcy protection or a
"valid restructuring purpose." The watchdog asserted that Red River
shouldn't remain in bankruptcy merely to benefit J&J, which is not
itself in bankruptcy.
The US Trustee also noted that Red River's proposed restructuring
plan conflicts with the US Supreme Court's June decision
overturning Purdue Pharma's bankruptcy plan. The plan includes
liability protections to shield J&J from lawsuits, but the US
Trustee argued these protections violate the Purdue ruling by
extending to non-bankrupt entities without creditor approval.
The US Trustee indicated that it is unlikely Johnson & Johnson
could modify its restructuring plan to align with the Purdue
ruling, as doing so would result in narrower legal releases that
wouldn't provide the broad resolution J&J seeks through the Red
River filing.
Earlier this month, the Department of Justice lost an attempt to
transfer the case to the US Bankruptcy Court for the District of
New Jersey, which had previously dismissed J&J's last bankruptcy
effort.
J&J did not immediately respond to requests for comment, though it
has consistently defended the safety of its talc-based products.
About J&J Talc Units
LLT Management, LLC (formerly known as LTL Management LLC) was a
subsidiary of Johnson & Johnson that was formed to manage and
defend thousands of talc-related claims and oversee the operations
of Royalty A&M. Royalty A&M owns a portfolio of royalty revenue
streams, including royalty revenue streams based on third-party
sales of LACTAID, MYLANTA/MYLICON and ROGAINE products.
LTL Management first filed a petition for Chapter 11 protection
(Bankr. W.D.N.C. Case No. 21-30589) on Oct. 14, 2021. The case was
transferred to New Jersey (Bankr. D.N.J. Case No. 21-30589) on Nov.
16, 2021. The Hon. Michael B. Kaplan is the case judge. At the time
of the filing, the Debtor was estimated to have $1 billion to $10
billion in both assets and liabilities.
In the 2021 case, LTL Management tapped Jones Day and Rayburn
Cooper & Durham, P.A., as bankruptcy counsel; King & Spalding, LLP
and Shook, Hardy & Bacon LLP as special counsel; McCarter &
English, LLP as litigation consultant; Bates White, LLC as
financial consultant; and AlixPartners, LLP as restructuring
advisor. Epiq Corporate Restructuring, LLC, served as the claims
agent.
On Dec. 24, 2021, the U.S. Trustee for Regions 3 and 9
reconstituted the talc claimants' committee and appointed two
separate committees: (i) the official committee of talc claimants
I, which represents ovarian cancer claimants, and (ii) the official
committee of talc claimants II, which represents mesothelioma
claimants.
The official committee of talc claimants I tapped Genova Burns LLC,
Brown Rudnick LLP, Otterbourg PC and Parkins Lee & Rubio LLP as its
legal counsel. Meanwhile, the official committee of talc claimants
II is represented by the law firms of Cooley LLP, Bailey Glasser
LLP, Waldrep Wall Babcock & Bailey PLLC, Massey & Gail LLP, and
Sherman Silverstein Kohl Rose & Podolsky P.A.
Re-Filing of Chapter 11 Petition
On Jan. 30, 2023, a panel of the Third Circuit issued an opinion
directing this Court to dismiss the 2021 Chapter 11 Case on the
basis that it was not filed in good faith. Although the Third
Circuit panel recognized that the Debtor "inherited massive
liabilities" and faced "thousands" of future claims, it concluded
that the Debtor was not in financial distress before the filing.
On March 22, 2023, the Third Circuit entered an order denying the
Debtor's petition for rehearing. The Third Circuit entered an order
denying LTL's stay motion on March 31, 2023, and, on the dame day,
issued its mandate directing the Bankruptcy Court to dismiss the
2021 Chapter 11 Case.
The Bankruptcy Court entered an order dismissing the 2021 Case on
April 4, 2023.
Johnson & Johnson on April 4, 2023, announced that its subsidiary
LTL Management LLC (LTL) has re-filed for voluntary Chapter 11
bankruptcy protection (Bankr. D.N.J. Case No. 23-12825) to obtain
approval of a reorganization plan that will equitably and
efficiently resolve all claims arising from cosmetic talc
litigation against the Company and its affiliates in North
America.
In the new filing, J&J said it has agreed to contribute up to a
present value of $8.9 billion, payable over 25 years, to resolve
all the current and future talc claims, which is an increase of
$6.9 billion over the $2 billion previously committed in connection
with LTL's initial bankruptcy filing in October 2021. LTL also has
secured commitments from over 60,000 current claimants to support a
global resolution on these terms.
In August 2023, U.S. Bankruptcy Judge Michael Kaplan in Trenton,
New Jersey, ruled that the second bankruptcy case should be
dismissed.
3rd Try
In May 2024, J&J announced its subsidiary LLT Management LLC is
soliciting support for a consensual prepackaged bankruptcy plan to
resolve its talc-related liabilities. Under the terms of the plan,
a trust would be funded with over $5.4 billion in the first three
years and more than $8 billion over the course of 25 years, which
J&J calculates to have a net present value of $6.475 billion.
Claimants must cast their vote to accept or reject the Plan by 4:00
p.m. (Central Time) on July 26, 2024. A solicitation package may be
requested at www.OfficialTalcClaims.com or by calling
1-888-431-4056. If the Plan is accepted by at least 75% of voters,
a bankruptcy may be filed under the case name In re: Red River Talc
LLC in a bankruptcy court in Texas or in the bankruptcy court of
another jurisdiction. Epiq Corporate Restructuring, LLC is serving
as balloting and solicitation agent for LLT.
On Sept. 20, 2024, Red River Talc LLC filed a Chapter 11 bankruptcy
petition (Bankr. S.D. Tex. Case No. 24-90505).
Porter Hedges LLP and Jones Day serve as counsel in the new Chapter
11 case. Epiq is the claims agent.
Paul Hastings LLP is counsel to the Ad Hoc Committee of Supporting
Counsel. Randi S. Ellis is the proposed prepetition legal
representative of future claimants.
REYNOSO VINEYARDS: Hits Chapter 11 Bankruptcy Protection
--------------------------------------------------------
Reynoso Vineyards Inc. filed Chapter 11 protection in the Northern
District of Illinois. According to court documents, the Debtor
reports between $10 million and $50 million in debt owed to 1 and
49 creditors. The petition states that funds will be available to
unsecured creditors.
A meeting of creditors under 11 U.S.C. Section 341(a) is slated for
November 21, 2024 at 1:30 p.m. at Appear by Teams.
About Reynoso Vineyards Inc.
Reynoso Vineyards Inc. is a family-owned vineyard in the Alexander
Valley of Sonoma County California.
Reynoso Vineyards Inc. sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ill. Case No. 24-15572) on October 18,
2024. In the petition filed by Joseph Reynoso, as president, the
Debtor reports estimated assets and liabilities between $10 million
and $50 million each.
The Honorable Bankruptcy Judge Deborah L. Thorne oversees the
case.
The Debtor is represented by:
Michael J. Greco, Esq.
MICHAEL J. GRECO, ATTORNEY AT LAW
175 W. Jackson Blvd., Suite 240
Chicago, Ill. 60604
Tel: 312-222-0599
Email: michaelgreco18@yahoo.com
ROCKY MOUNTAIN: Bradley Radoff Holds 9.6% Stake as of Oct. 4
------------------------------------------------------------
The Radoff Family Foundation and Bradley L. Radoff disclosed in a
Schedule 13D/A Report filed with the U.S. Securities and Exchange
Commission that as of October 4, 2024, they beneficially owned
shares of Rocky Mountain Chocolate Factory, Inc.'s common stock.
As of October 4, 2024, the Radoff Foundation beneficially owns
directly 264,817 Shares, representing 3.5% of the shares
outstanding. Meanwhile, Mr. Radoff beneficially owns directly
462,548 Shares, representing 9.6% of the shares outstanding. As a
director of the Radoff Foundation, Mr. Radoff may be deemed to
beneficially own the 264,817 Shares owned by the Radoff
Foundation.
The aggregate percentage of Shares reported owned by the Radoff
Foundation and Mr. Radoff are based upon 7,591,595 Shares
outstanding as of August 21, 2024, which is the total number of
Shares outstanding as reported in Amendment No. 1 to Rocky Mountain
Chocolate Factory, Inc.'s Registration Statement on Form S-1 filed
with the Securities and Exchange Commission on September 30, 2024.
A full-text copy of the SEC Report is available at:
https://tinyurl.com/3zbbmx3s
About Rocky Mountain Chocolate Factory
Durango, Colo.-based Rocky Mountain Chocolate Factory, Inc. is an
international franchisor, confectionery producer, and retail
operator. Founded in 1981, the Company produces an extensive line
of premium chocolate candies and other confectionery products.
As of May 31, 2024, Rocky Mountain had $19 million in total assets,
$10 million in total liabilities, and $9 million in total
stockholders' equity.
New York, N.Y.-based CohnReznick LLP, the Company's auditor since
2024, issued a "going concern" qualification in its report dated
June 13, 2024, citing that the Company has incurred recurring
losses and negative cash flows from operations in recent years and
is dependent on debt financing to fund its operations, all of which
raise substantial doubt about the Company's ability to continue as
a going concern.
ROCKY MOUNTAIN: Claims Compliance With Nasdaq's Minimum Equity Rule
-------------------------------------------------------------------
As previously disclosed, on July 19, 2024, Rocky Mountain Chocolate
Factory, Inc. received a deficiency letter from the Listing
Qualifications Department of The Nasdaq Stock Market LLC notifying
the Company that it was not in compliance with the minimum
stockholders' equity requirement for continued listing on the
Nasdaq Global Market under Nasdaq Listing Rule 5450(b)(1)(A).
Nasdaq Listing Rule 5450(b)(1)(A) requires companies listed on the
Nasdaq Global Market to maintain stockholders' equity of at least
$10,000,000. The Company's Quarterly Report on Form 10-Q for the
period ended May 31, 2024, reported stockholders' equity of
$9,018,000. The Letter further noted that as of its date, the
Company did not have a market value of listed securities of $50
million, a market value of publicly held shares of $15 million or
total assets of $50 million and total revenue of $50 million in the
latest fiscal year or in two of the last three fiscal years, the
alternative quantitative standards for continued listing on the
Nasdaq Global Market. The Letter had no immediate effect on the
Company's continued listing on the Nasdaq Global Market, subject to
the Company's compliance with the other continued listing
requirements. In accordance with Nasdaq rules, the Company was
provided 45 calendar days, or until September 2, 2024, to submit a
plan to regain compliance.
As a result of the sale of 1,250,000 shares of the Company's common
stock for an aggregate price of $2,187,500, as previously disclosed
on the Company's Current Report on Form 8-K filed with the
Securities and Exchange Commission on August 7, 2024, the Company
believes that it is in compliance with the Stockholders' Equity
Requirement as of October 8, 2024.
The Company has been advised that Nasdaq will continue to monitor
the Company's ongoing compliance with the Stockholders' Equity
Requirement. If, at the time of its next periodic report, the
Company does not evidence compliance with the Stockholders' Equity
Requirement, the Company may be subject to delisting.
About Rocky Mountain Chocolate Factory
Durango, Colo.-based Rocky Mountain Chocolate Factory, Inc. is an
international franchisor, confectionery producer, and retail
operator. Founded in 1981, the Company produces an extensive line
of premium chocolate candies and other confectionery products.
As of May 31, 2024, Rocky Mountain had $19 million in total assets,
$10 million in total liabilities, and $9 million in total
stockholders' equity.
New York, N.Y.-based CohnReznick LLP, the Company's auditor since
2024, issued a "going concern" qualification in its report dated
June 13, 2024, citing that the Company has incurred recurring
losses and negative cash flows from operations in recent years and
is dependent on debt financing to fund its operations, all of which
raise substantial doubt about the Company's ability to continue as
a going concern.
S&G HOSPITALITY: Seeks to Extend Plan Exclusivity to December 2
---------------------------------------------------------------
S&G Hospitality, Inc. and affiliates asked the Bankruptcy Court for
the Southern District of Ohio to extend their exclusivity periods
to file their plan of reorganization to December 2, 2024.
The Debtors explain that an extension of their exclusive periods is
justified by progress in the resolution of issues facing the
debtor's creditors and estates. The Debtors continue making
consistent and substantial progress in resolving issues in these
cases. Notably, since the filing of the last motion seeking an
extension of the exclusive periods, the Debtors have filed the
proposed Plan.
The Debtors claim that they have also reached agreement with Hilton
that the franchise agreement for the Hampton Inn Lancaster can be
assumed without requiring a consent under the "hypothetical" test,
which resolved the declaratory judgment adversary proceeding the
Debtors had filed regarding that franchise agreement. The Debtors
have also had productive discussions with Hilton regarding reaching
agreed upon cure amounts for the assumption of that franchise
agreement. These all constitute progress towards confirmation of a
plan in these cases.
The Debtors assert that the extension of the Exclusive Filing
Period requested herein will not harm their creditors or other
parties in interest. To the contrary, the requested extension will
permit the Debtors to focus on filing and pursuing court approval
of a disclosure statement prior to the current expiration of the
Exclusive Solicitation Period and responding to the recent
discovery served by RSS in connection with its motion to dismiss or
convert these cases without the additional administrative costs and
distractions that would be incurred in responding to any plans
filed other parties in these cases.
The Debtors further assert that the modest proposed extension will
allow both the Court and parties in interest to monitor their
progress. Parties may object to a future request for an extension
of the Exclusive Periods if they believe the Debtors do not make
adequate progress.
Counsel to the Debtors:
David Beck, Esq.
CARPENTER LIPPS LLP
280 North High Street, Suite 1300
Columbus, OH 43215
Tel: (614) 365-4100
Fax: (614) 365-9145
E-mail: beck@carpenterlipps.com
About S&G Hospitality
S&G Hospitality, Inc. is part of the traveler accommodation
industry.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Ohio Case No. 23-52859) on August 18,
2023. In the petition signed by Abijit Vasani, president, the
Debtor disclosed up to $10 million in assets and up to $1 million
in liabilities.
Judge Mina Nami Khorrami oversees the case.
The Debtor tapped David Beck, Esq., at Carpenter Lipps LLP as legal
counsel and Contemporary Business Solutions, Inc. as accountant.
SHIFT TECHNOLOGIES: Concludes Chapter 11 Proceedings
----------------------------------------------------
TipRanks reports that Shift Technologies, Inc., has concluded its
Chapter 11 bankruptcy proceedings, with the U.S. Bankruptcy Court
approving its combined disclosure statement and joint plan.
The plan, effective October 12, 2024, establishes important
deadlines for claims and payments to ensure a smooth financial
restructuring. Stakeholders should be mindful of the specified
timelines for submitting claims and objections to remain compliant
and benefit from the plan's terms.
About Shift Technologies
Shift Technologies, Inc. is a consumer-centric omnichannel used car
retailer. It operates the website www.shift.com and two locations
in Oakland and Pomona, California.
Shift Technologies and its affiliates filed Chapter 11 petitions
(Bankr. N.D. Cal. Lead Case No. 23-30687) on Oct. 9, 2023. In the
petitions signed by its chief financial officer, Jason Curtis,
Shift Technologies disclosed up to $50,000 in assets and up to
$500,000 in liabilities.
Judge Hannah L. Blumenstiel oversees the cases.
The Debtors tapped Thomas B. Rupp, Esq., at Keller Benvenutti Kim,
LLP as legal counsel; AlixPartners, LLC as financial advisor; and
Omni Agent Solutions, Inc. as claims and noticing agent.
The U.S. Trustee for Region 17 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases. The
committee is represented by Michael Sweet, Esq., at Fox Rothschild,
LLP.
SIGNAL RELIEF: Claims to be Paid From Disposable Income
-------------------------------------------------------
Signal Relief, Inc., filed with the U.S. Bankruptcy Court for the
District of Utah a Plan of Reorganization dated September 12,
2024.
The Debtor is a biotechnology company that develops, markets, and
sells products to reduce the impact of pain. The Debtor's primary
product is a wearable relief patch that uses patented technology to
provide drug-free relief.
The Debtor sells its patches through two separate brands—Jovi and
Signal Relief. The Debtor orders the patches from manufacturers and
sells them subject to an Original Equipment Manufacture (OEM)
Agreement with nCAP Medical, LLC (hereafter, "nCAP"). The Debtor
and nCAP are in current litigation over, among other things, the
validity of nCAP's patents and the Debtor plans on filing a inter
partes review proceeding conduced before the Patent Trial and
Appeal Board of the U.S. Patent and Trademark Office seeking a
determination as to their validity.
Broadly speaking, the Debtor's Plan proposes to pay holders of
Allowed Claims the Debtor's "Disposable Income" for a period of
three years, which will be distributed to such holders on a pro
rata basis as provided in this Plan. As shown therein, the Debtor
will pay approximately $25,000 per month in disposable income, to
be distributed on a Quarterly Basis.
Although the Debtor does not have precise projections, the Debtor
anticipates most of its Plan Payments will be paid to holders of
Class 2 General Unsecured Claims. The Debtor also anticipates that
the SBRA Trustee will have an Administrative Expense Claim between
$5,000 to $10,000. The Estate is subject to a Class 1 Priority
Claim of nCAP in the amount of $135,195.50 but the Debtor has
commenced an adversary proceeding against nCAP and its principals
and will object to that Claim and anticipates seeking a substantial
reduction thereof.
Accordingly, if the Debtor's objection is successful and
Administrative Expense Claims do not substantially increase, most
of the Debtor's Plan Payments are anticipated to be distributed to
Class 2 Claims beginning as soon as the Initial Distribution Date.
If the Debtor is unsuccessful in objecting to the nCAP's Claim, or
if Administrative Expense Claims substantially increase, then
distributions to Class 2 Claims will be delayed accordingly.
Class 2 consists of General Unsecured Claims. The holders of
Allowed Class 2 Claims shall be paid, pro rata, beginning on the
Initial Distribution Date and continuing for each of the subsequent
Interim Distribution Dates, to the extent that a full or partial
distribution of Cash is available from Plan Payments on such dates,
until the earlier that (i) such claims are paid in full, or (ii)
the Final Distribution Date. Class 2 is impaired.
Class 3 consists of Equity Interests. Each record holder of an
Equity Interest in the Debtor shall retain its interest in the
Debtor. Subject to the limitations and priorities described in the
Plan, the holders of Allowed Class 3 Equity Interests shall receive
pro rata distributions, (a) from time to time, but in any event at
least on the Initial Distribution Date and the subsequent Interim
Distribution Dates, to the extent that a full or partial
distribution of Cash is available to the holder of such interest on
such dates, and (b) on the Final Distribution Date. Class 3 is
unimpaired.
On the Effective Date, all assets of the Debtor's estate, including
all real and personal property, all Causes of Action, interests,
claims, choses in action, and rights under any contracts (executory
or otherwise), against any person will re vest and be transferred
to the post-Effective Date Debtor. The Debtor will remain in
possession of all other assets, including its business and will
continue to sell its products through its existing marketing
channels while seeking to incrementally increase its sales through
a measured growth model that emphasizes profitability.
From and after the Effective Date, the Debtor shall exist and
continue to exist as a separate legal entity, with all powers in
accordance with the laws of the State of Delaware and shall be
governed by the pre-Petition Date bylaws and corporate governing
documents. The Debtor shall have all of the powers of such a legal
entity under applicable law and without prejudice to any right to
alter or terminate such existence (whether by merger, conversion,
dissolution or otherwise) under applicable law.
A full-text copy of the Plan of Reorganization dated September 12,
2024 is available at https://urlcurt.com/u?l=twegIb from
PacerMonitor.com at no charge.
Attorneys for the Debtor:
J. Thomas Beckett, Esq.
Darren Neilson, Esq.
PARSONS BEHLE AND LATIMER
201 S. Main Street Suite 1800
Salt Lake City UT 84111
Telephone: (801) 532-1234
Facsimile: (801) 536-6111
Email: TBeckett@parsonsbehle.com
DNeilson@parsonsbehle.com
About Signal Relief
Signal Relief, Inc., is a manufacturer of a pain relief patch that
reduces pain by focusing on the body's electrical impulses.
Signal Relief, Inc. filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. D. Utah Case No.
24-22947) on June 14, 2024, listing $1,198,072 in assets and
$3,341,600 in liabilities. The petition was signed by Daniel
Marirott as CEO.
Judge Joel T. Marker presides over the case.
The Debtor tapped Darren Neilson, Esq., at Parsons Behle and
Latimer as counsel and Tanner LLC, doing business as Tanner
Accountants & Advisors, as tax preparer and accountants.
SIX FLAGS: Egan-Jones Retains B Senior Unsecured Ratings
--------------------------------------------------------
Egan-Jones Ratings Company on October 11, 2024, maintained its 'B'
foreign currency and local currency senior unsecured ratings on
debt issued by Six Flags Entertainment Corporation. EJR also
withdrew rating on commercial paper issued by the Company.
Headquartered in Arlington, Texas, Six Flags Entertainment
Corporation operates regional theme parks.
SOBR SAFE: Empery Asset Mgmt. Reports 1.62% Ownership Via Warrants
------------------------------------------------------------------
Empery Asset Management, LP, Ryan M. Lane, and Martin D. Hoe
disclosed in a Schedule 13G/A Report filed with the U.S. Securities
and Exchange Commission that as of September 30, 2024, they
beneficially owned 570,928 shares of Common Stock through the
ownership of Warrants, representing 1.62% of the 34,764,593 shares
of Common Stock issued and outstanding as of August 12, 2024, as
represented in the Company's Second Amended and Restated
Registration Statement filed on Form S-1 filed with the Securities
and Exchange Commission on September 17, 2024 and assumes the
exercise of the Company's reported warrants.
A full-text copy of Empery Asset's SEC Report is available at:
https://tinyurl.com/yc3y4t48
About SOBR Safe, Inc.
SOBR Safe, Inc. provides non-invasive technology to quickly and
humanely identify the presence of alcohol in individuals. These
technologies are integrated within the Company's robust and
scalable data platform, which produces statistical and measurable
user and business data. The Company's mission is to save lives,
increase productivity, create significant economic benefits, and
positively impact behavior. To this end, SOBR Safe has developed
the scalable, patent-pending SOBRsafe software platform for
non-invasive alcohol detection and identity verification.
As of June 30, 2024, SOBR Safe had $5,122,244 in total assets,
$1,431,746 in total liabilities, and $3,690,498 in total
stockholders' equity.
Littleton, Colorado-based Haynie and Company, the Company's auditor
since 2023, issued a "going concern" qualification in its report
dated March 29, 2024, citing the Company has incurred recurring
losses from operations and has limited cash liquidity and capital
resources to meet future capital requirements.
Management believes that cash balances of approximately $2,800,000
and positive working capital of approximately $1,900,000 as of
December 31, 2023, do not provide adequate capital for operating
activities for the next twelve months after the issuance of these
financial statements. However, management believes that actions
currently being taken to generate product and service revenues,
along with plans to access capital sources and implement expense
reduction tactics, provide the opportunity for the Company to
continue as a going concern. These plans are contingent upon the
successful execution of these actions. As such, substantial doubt
about the entity's ability to continue as a going concern has not
been alleviated as of December 31, 2023, according to the Company's
Annual Report for the year ended December 31, 2023.
SOLUNA HOLDINGS: Registers 22.3-Mil. Shares for Possible Resale
---------------------------------------------------------------
Soluna Holdings, Inc. filed a preliminary prospectus on Form S-1
relating to the offer and sale, from time to time, by YA II PN LTD,
Univest Securities, LLC, Bradley Richmond, and Chuntao Zhou as the
"Selling Holders", or their permitted transferees, of up to
22,308,642 shares of Common Stock, par value $0.001 of Soluna
Holdings, Inc. These shares of Common Stock consist of:
* 20,000,000 shares of Common Stock (including 59,382 shares
that have been issued as a commitment fee) that the Company may, at
its discretion, elect to issue and sell to YA II PN, Ltd. from time
to time after the date of this prospectus, pursuant to the Standby
Equity Purchase Agreement, dated as of August 12, 2024, entered
into by and between the Company and the Investor;
* 2,000,000 shares of Common Stock (including 5,938 shares
that have been issued as a consent fee on the Investor commitment
fee) that the Company may issue to a Selling Holder as a consent
fee to in connection with the SEPA; and
* 308,642 shares of Common Stock issued to another Selling
Holder.
Pursuant to the terms of the SEPA, the Company agreed to issue and
sell to the Investor, from time to time, and the Investor agreed to
purchase from the Company, up to $25 million of the Company's
shares of Common Stock. The Company is also registering hereunder
the resale of an additional 308,642 shares of its authorized shares
of Common Stock, representing shares issued to a Selling Holder.
Under the SEPA, shares of Common Stock may be issued and sold to
the Investor under one of two pricing options, at the election of
the Company. Under the first option, the Company will sell the
shares of Common Stock to the Investor at 96% of the Market Price
for any period commencing (i) if submitted to the Investor prior to
9:00 a.m. Eastern Time on a trading day, at the open of trading on
such day or (ii) if submitted to the Investor after 9:00 a.m.
Eastern Time on a trading day, upon receipt by the Company of
written confirmation of acceptance of the advance notice by the
Investor and, in either case, ending at 4:00 p.m. New York City
time on the applicable advance notice date. Under the second
option, the Company will sell the shares of Common Stock to the
Investor at 97% of the Market Price for the three consecutive
trading days commencing on the advance notice date. "Market Price"
is defined as, for any Option 1 Pricing Period, the daily volume
weighted average price of the Common Stock on Nasdaq during the
Option 1 Pricing Period, and for any Option 2 Pricing Period, the
lowest VWAP of the Common Stock on the Nasdaq during the Option 2
Pricing Period.
Soluna Holdings, Inc. may not issue or sell any shares of Common
Stock to the Investor under the SEPA that, when aggregated with all
other shares of Common Stock then beneficially owned by the
Investor and its affiliates (as calculated pursuant to Section
13(d) of the Exchange Act and Rule 13d-3 promulgated thereunder),
would result in the Investor and its affiliates beneficially owning
more than 9.99% of the outstanding shares of Common Stock. In
addition, the number of shares of Common Stock that it may issue to
the Investor under the SEPA may be limited by the number of our
authorized shares of Common Stock. As of October 2, 2024, the
Company was authorized to issue a maximum of 75 million shares of
Common Stock, and had an aggregate of 7,964,058 shares of Common
Stock outstanding. Assuming a (i) Market Price of $3.00 and, (ii)
no beneficial ownership limitations, it may issue up to 8,680,556
shares of Common Stock under Pricing Option 1 and up to 8,591,065
shares of Common Stock under Pricing Option 2, which would reflect
approximately 52.2% and 51.9%, respectively, of the outstanding
shares of our Common Stock as of the date hereof after giving
effect to such issuances. This does not include consent fees paid
to a Selling Holder in connection with advances under the SEPA.
The Company may not have access to the full $25 million amount
available under the SEPA due to the reasons noted.
The shares of Common Stock that may be sold by the Selling Holders
and the shares of Common Stock that may be issued by Soluna are
collectively referred to in this prospectus as the "Offered
Securities." The Company will not receive any of the proceeds from
the sale by the Selling Holders of the Offered Securities.
Soluna will bear all costs, expenses and fees in connection with
the registration of Offered Securities. The Selling Holders will
bear all commissions and discounts, if any, attributable to their
respective sales of Offered Securities.
The Selling Holders may offer and sell the Offered Securities owned
by them covered by this prospectus from time to time. The Selling
Holders may offer and sell the Offered Securities owned by them
covered by this prospectus in a number of different ways and at
varying prices. If any underwriters, dealers or agents are involved
in the sale of any of the securities, their names and any
applicable purchase price, fee, commission or discount arrangement
between or among them will be set forth, or will be calculable from
the information set forth, in any applicable prospectus supplement.
Soluna's Common Stock is listed on Nasdaq under the symbol "SLNH."
On October 2, 2024, the last reported sale price of Common Stock as
reported on Nasdaq was $3.08.
A full-text copy of the Company's preliminary prospectus is
available at:
https://tinyurl.com/yp3vxnkc
About Soluna Holdings
Headquartered in Albany, New York, Soluna Holdings designs,
develops, and operates digital infrastructure that transforms
surplus renewable energy into global computing resources. The
Company's modular data centers can be co-located with wind, solar,
or hydroelectric power plants and support compute-intensive
applications, including Bitcoin mining, generative AI, and
scientific computing. This approach aids in energizing a greener
grid while providing cost-effective and sustainable computing
solutions.
As of June 30, 2024, Soluna Holdings reported $98.68 million in
total assets, $48.74 million in total liabilities, and $49.93
million in total equity.
Going Concern
The Company was in a net loss, has negative working capital, and
has significant outstanding debt as of March 31, 2024. These
factors, among others, indicate that there is substantial doubt
about the Company's ability to continue as a going concern within
one year after the issuance of the Company's condensed financial
statements, according to the Company's Quarterly Report for the
period ended March 31, 2024.
STEWARD HEALTH: Court Okays $36M Lawyers' Fees in Ch. 11 Case
-------------------------------------------------------------
Mike Gauntner of 21WFMJ reports that a judge has approved a $36
million payment for three months of legal work performed by the
attorneys guiding Steward Health Care through its bankruptcy
process.
Judge Christopher Lopez of the U.S. Bankruptcy Court for the
Southern District of Texas granted an interim fee application of
$36,255,939 to the law firm Weil, Gotshal & Manges LLP.
The fees cover services provided from May 6, 2024, when Steward
filed for Chapter 11 bankruptcy, through July 31, 2024, as part of
the company's restructuring efforts.
During this period, Steward successfully sold its two Trumbull
County hospitals to a non-profit, avoiding closure.
Negotiations regarding the future of Steward's Sharon Regional
Hospital are still ongoing. In September 2024, Pennsylvania
committed $4.5 million to keep the Mercer County facility running
while a buyer is being sought.
About Steward Health Care
Steward Health Care System, LLC, owns and operates the largest
private physician-owned for-profit healthcare network in the U.S.
Headquartered in Dallas, Texas, Steward's operations include 31
hospitals in eight states, approximately 400 facility locations,
4,500 primary and specialty care physicians, 3,600 staffed beds,
and nearly 30,000 employees. Steward Health Care provides care to
more than two million patients annually.
Steward and 166 affiliated debtors filed Chapter 11 petitions
(Bankr. S.D. Texas Lead Case No. 24-90213) on May 6, 2024. Judge
Christopher M. Lopez oversees the proceeding.
The Debtors tapped Weil, Gotshal & Manges, LLP as bankruptcy
counsel; McDermott Will & Emery as special corporate and regulatory
counsel; AlixPartners, LLP as financial advisor and John Castellano
of AlixPartners as chief restructuring officer. Lazard Freres & Co.
LLC, Leerink Partners LLC, and Cain Brothers, a division of KeyBanc
Capital Markets Inc., provide investment banking services to the
Debtors. Kroll is the claims agent.
Susan N. Goodman has been appointed as patient care ombudsman in
the Debtors' Chapter 11 cases.
STONEX GROUP: Egan-Jones Retains B+ Senior Unsecured Ratings
------------------------------------------------------------
Egan-Jones Ratings Company on October 10, 2024, maintained its 'B+'
foreign currency and local currency senior unsecured ratings on
debt issued by StoneX Group Inc. EJR also withdrew rating on
commercial paper issued by the Company.
Headquartered in New York, StoneX Group Inc. is an
institutional-grade financial services network that connects
companies, organizations, and investors to the global markets
ecosystem.
STRATEGIC PORK: May Sell Kubota Equipment to Next Generation Pork
-----------------------------------------------------------------
Strategic Pork Solutions LLC received the green light from the U.S.
Bankruptcy Court for the District of Minnesota following a hearing
on October 16, 2024, to sell Kubota Equipment to Next Generation
Pork and Herdstar, free and clear of all liens, claims and
encumbrances.
The Equipment includes:
-- a compact tract loader, Kubota SVL75-2HFWC
KBCZ052CCM1C57430 SVL75- 2 HI FLOW CAB&HYD CPLR W; and
-- a zero-turn mower, KUBOTA Z726XKW-3-60 80653 COMMERCIAL ZTR
MWR 25.5 HP 60".
The Debtor will sell the Equipment to Next Generation Pork and
Herdstar for $42,000.
The Court has ordered that the proceeds from the sale will be
distributed to the creditors in order of priority upon closing of
the Sale.
About Strategic Pork Solutions
Strategic Pork Solutions LLC provides farm management services
catering to pork producers. The company offers farm consultation,
sow farm management, marketing and logistics services.
Strategic Pork Solutions LLC sought relief under Subchapter V of
Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Minn. Case No.
24-31355) on May 23, 2024. In the petition signed by Steve Hargis,
as president, the Debtor reports total assets of $1,092,000 and
total liabilities of $3,442,545.
The Honorable Bankruptcy Judge Katherine A. Constantine presides
over the case.
The Debtor is represented by David C. McLaughlin, Esq., at Fluegel
Anderson McLaughlin & Brutlag, as legal counsel.
SUNSET LOGISTICS: Seeks Chapter 7 Bankruptcy Along with Affiliates
------------------------------------------------------------------
Clarissa Hawes of FreightWaves reports that a Texas trucking
company specializing in hauling sand, gravel, and cement, along
with its affiliated businesses, has ceased operations and filed for
bankruptcy liquidation due to severe financial difficulties.
Sunset Logistics Inc., based in Irving, Texas, and five affiliated
companies -- Sunset Express Inc., Mobile Fleet Marketing Inc.,
Glidewell Leasing Co. LP, Glidewell LLC, and Sun-Tech Leasing of
Texas LP -- filed for Chapter 7 bankruptcy on October 3 in the U.S.
Bankruptcy Court for the Northern District of Texas.
In the filings, Sunset Logistics and its affiliates stated they
could no longer operate without debt relief.
However, a lawsuit filed by Porter Capital of Birmingham, Alabama,
claims the companies defaulted on a recourse factoring agreement
and owe more than $5 million, including accruing costs and
expenses. The lawsuit suggests this default may have triggered the
Chapter 7 filing, which pauses ongoing civil litigation until the
bankruptcy process is completed.
Sunset Logistics and its five affiliated entities filed their
16-page bankruptcy petitions without including their schedules of
assets and liabilities or statements of financial affairs (SOFA),
which were due Thursday. However, the companies' attorneys
requested an extension until October 31 to submit the required
documents. The motion explains that each company needs time to
gather information from records related to claims by numerous
creditors.
The motion notes that, due to the scope of the companies’
operations and the interconnected nature of these Chapter 7 cases,
compiling and processing the necessary data will take time.
In their filings, Sunset Logistics and its affiliates state that
after administrative expenses are covered, no funds will be
available for unsecured creditors.
U.S. Bankruptcy Judge Michelle V. Larson has scheduled a creditors'
meeting for November 18 and appointed Areya Holder of Addison,
Texas, as the interim trustee to oversee the Chapter 7
proceedings.
Sunset Logistics and its affiliated companies are being represented
by bankruptcy attorney Brian Vanderwoude of Dorsey & Whitney LLP in
Dallas. FreightWaves has reached out to Vanderwoude for comment.
The bankruptcy petitions for Sunset Logistics and its affiliates
list the owners and managers as creditors, though the specific
amounts they claim to be owed are not included in the filings.
However, six companies have already submitted proofs of claim with
the bankruptcy court against Sunset Logistics, totaling over $3.7
million. J. Gil Trucking, an intrastate trucking company based in
Alvin, Texas, claims it is owed more than $82,000 for hauling sand
and gravel for Sunset Logistics. Williamson County, Texas, is
seeking around $26,400 for unpaid business property taxes, while
the Bell County Tax Appraisal District in Round Rock, Texas, claims
it is owed approximately $1,500.
The Collin County Tax Assessor-Collector's office in McKinney,
Texas, has filed a claim against Sunset Logistics for more than
$1,600, while Harris County claims it is owed around $460 for
unpaid ad valorem taxes spanning 2020 to 2023.
Porter Capital, the largest creditor, asserts that Sunset Logistics
owes $3.6 million. The claim alleges that Sunset Logistics, along
with several affiliated companies owned or managed by David Malay
and his late business partner, John D. Glidewell—who passed away
unexpectedly on May 25—defaulted on a recourse factoring
agreement.
According to Sunset Logistics' bankruptcy petition, the company
lists its assets as under $1 million and its liabilities between
$10 million and $50 million.
The filing also reveals that Track Line LLC, owned by David Malay
and his wife, Gabrielle Malay, covered the bankruptcy attorney's
fees for Sunset Logistics and its affiliated companies, which filed
for Chapter 7 bankruptcy on October 3, 2024.
About Sunset Logistics
Sunset Logistics is a Texas trucking company specializing in
hauling sand, gravel, and cement.
Sunset Logistics along with affiliates sought relief under Chapter
7 of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Case No. 24-33133)
on October 3, 2024.
The Honorable Bankruptcy Judge Michelle V. Larson handles the
case.
The Debtors' counsel:
J. Brian Vanderwoude
Dorsey & Whitney LLP
Tel: 214-981-9953
E-mail: vanderwoude.brian@dorsey.com
TECHNICAL ORDNANCE: $1.15MM Sale to Perry 134 Wins Court OK
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida, Fort
Myers Division, has granted Jim Howard, Plan Administrator of the
debtors, Technical Ordnance Solutions, LLC, Atomic Machine and EDM,
Inc., and Energy Technical Systems, Inc., to sell real and personal
property to Perry 134, LLC for $1,150,000.
The Property for sale is located in Taylor County, Florida,
comprised of approximately 134 acres of land, together with all
buildings and other improvements, fixtures, and building materials
or equipment.
The Court has authorized the Plan Administrator to monetize the
assets of the estates and make distributions to creditors in
accordance with the terms of the plan of liquidation and the
Confirmation Order.
The Court indicated that the total consideration to be realized by
the estates pursuant to the Sale is fair and reasonable, and the
Sale of the Property is in the best interest of the estates.
The Sale of the Property was approved in its entirety and the Plan
Administrator is authorized to perform all things necessary to
effectuate and consummate the transaction. The Property is sold and
conveyed free and clear of all encumbrances including the mortgage
in favor of Newtek Small Business Finance, LLC and CDS Business
Services, Inc. also known as Newtek Business Credit Solutions.
About Technical Ordnance Solutions LLC
Technical Ordnance Solutions LLC is engaged in the business of
ordnance accessories manufacturing. The Debtor sought protection
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case
No. 23-00125) on Feb. 5, 2023. In the petition signed by Clyde
William Colburn, III, its owner, the Debtor disclosed up to
$100,000 in assets and up to $10 million in liabilities.
Judge Caryl E. Delano oversees the case.
Mike Dal Lago, Esq., at Dal Lago Law, is the Debtor's legal
counsel.
TELLURIAN INC: Completes Merger With Woodside Energy Subsidiary
---------------------------------------------------------------
Tellurian Inc. disclosed in a Form 8-K Report filed with the U.S.
Securities and Exchange Commission that on October 8, 2024, the
Company, completed its previously announced merger pursuant to the
Agreement and Plan of Merger, dated as of July 21, 2024, by and
among the Company, Woodside Energy Holdings (NA) LLC, a Delaware
limited liability company ("Parent"), and Woodside Energy
(Transitory) Inc., a Delaware corporation and wholly owned
subsidiary of Parent ("Merger Sub"). Pursuant to the Merger
Agreement, Merger Sub merged with and into Tellurian, with
Tellurian continuing as the surviving corporation and a wholly
owned subsidiary of Parent.
On the Closing Date, the Merger was consummated. Pursuant to the
Merger Agreement, at the effective time of the Merger, each share
of Tellurian's common stock outstanding immediately prior to the
Effective Time was cancelled and converted automatically into the
right to receive $1.00 in cash, without interest, and subject to
applicable taxes. Pursuant to the Merger Agreement, at the
Effective Time, each share of Tellurian's Series C Convertible
Preferred Stock outstanding immediately prior to the Effective Time
was cancelled and converted automatically into the right to receive
$8.16489 per share in cash, without interest, and subject to
applicable taxes, in accordance with the terms of the certificate
of designations of the Preferred Stock.
Pursuant to the Merger Agreement, at the Effective Time, each
outstanding Tellurian option to purchase Common Stock was canceled
and converted into the right to receive an amount in cash, without
interest and subject to applicable taxes, equal to the product of
(i) the amount by which the Merger Consideration exceeds the
exercise price of such Option and (ii) the aggregate number of
shares issuable upon the exercise of such Option. Any Option with
an exercise price that is equal to or greater than the Merger
Consideration was cancelled without the payment of consideration.
At the Effective Time:
* shares of Tellurian restricted stock, restricted stock units
and tracking units were converted into the right to receive the
Merger Consideration, subject in some cases to continuing vesting
requirements, as set forth in the Merger Agreement.
* each outstanding warrant to purchase Common Stock issued
under that certain Warrant to Purchase Common Stock, dated April
29, 2020, by and between the Company and an institutional investor,
automatically and without any required action on the part of the
holder thereof, ceased to represent a warrant exercisable for
Common Stock and became a warrant exercisable solely for the Merger
Consideration; provided, that if the warrant holder properly
requests in accordance with the terms of the Company Warrant before
the 30th day after the date of this Form 8-K, then the Company will
purchase the Company Warrant from the holder of the Company Warrant
by paying, in cash, to the holder of the Company Warrant, within 10
business days after such request, an amount equal to the Black
Scholes Value (as defined in the Company Warrant) of the remaining
unexercised portion of the Company Warrant as of the Effective
Time.
On the Closing Date, in connection with the consummation of the
Merger, Tellurian notified NYSE American LLC that the Merger had
been consummated and requested that the trading of its Common Stock
on the NYSE be suspended and that the listing of its Common Stock
on the NYSE be withdrawn. In addition, Tellurian requested that
NYSE file with the Securities and Exchange Commission a
notification on Form 25 to report the delisting of its Common Stock
from the NYSE and to deregister its Common Stock under Section
12(b) of the Securities Exchange Act of 1934, as amended.
The Company intends to file with the SEC a Form 15 to suspend the
Company's reporting obligations under Section 13 and Section 15(d)
of the Exchange Act.
Furthermore, the Company notified the NYSE on October 9, 2024 of
its intention to voluntarily delist from the NYSE and deregister
its 8.25% Senior Notes due 2028 (CUSIP Number 87968A203) by filing
with the SEC a notification on Form 25 regarding the delisting of
its Senior Notes from the NYSE and to deregister its Senior Notes
under Section 12(b) of the Exchange Act on or about October 21,
2024. The Company expects the delisting of the Senior Notes to
become effective on or about October 31, 2024. After the delisting
of the Senior Notes, the Company intends to file with the SEC a
Form 15 to suspend the Company's reporting obligations under
Section 13 and Section 15(d) of the Exchange Act.
The Company has instructed the trustee for the Senior Notes, The
Bank of New York Mellon Trust Company, N.A., to disseminate a
Notice of Redemption to all registered holders of the Senior Notes.
The Company will redeem all of the outstanding Senior Notes on
November 8, 2024. The redemption price for the Senior Notes is
$25.75 per note, plus accrued and unpaid interest to, but
excluding, the Redemption Date. Book-entry interests in the Senior
Notes represented by global notes will be redeemed in accordance
with the standard procedures of The Depository Trust Company.
Additionally, on the Closing Date, the Company and the Company's
subsidiary, Tellurian Services LLC, entered into a separation
agreement and general release with each of Daniel A. Belhumeur,
President, Tellurian Inc., Samik Mukherjee, President, Tellurian
Investments, and Simon G. Oxley, Executive Vice President and Chief
Financial Officer. Pursuant to the Executive Separation Agreements,
Messrs. Belhumeur, Mukherjee and Oxley are entitled to the
compensation and benefits provided in accordance with the amended
and restated Tellurian Inc. Executive Severance Plan in exchange
for a release of claims against the Company, Employer, Parent and
related parties, including, the following:
(i) cash severance in an aggregate amount equal 100% of the
Executive's current annual base salary, payable in a single lump
sum;
(ii) an additional cash amount equal to 100% of the Executive's
target short-term incentive under the Tellurian Inc. Incentive
Compensation Program for 2024, payable in a single lump sum;
(iii) subject to the Executive's timely election of continuation
coverage under COBRA, subsidized COBRA continuation coverage for
the Executive and the Executive's eligible dependents for up to 18
months; and
(iv) outplacement services at a level commensurate with the
Executive's position for a period of 18 months following the
separation date.
In addition, subject to the Executive's release of claims against
the Company, Employer, Parent and related parties, the Executive
Separation Agreements with Messrs. Mukherjee and Oxley provide for
the payment of an amount equal to $3,600,000 to each of Messrs.
Mukherjee and Oxley in accordance with those previously disclosed
amendments to the Executives' cash incentive awards, payable in a
single lump sum. The Executive Separation Agreement with Mr.
Belhumeur provides for the payment of an amount equal to $4,500,000
to Mr. Belhumeur in accordance with the previously disclosed
amendment to Mr. Belhumeur's cash incentive award, payable in a
single lump sum on the day following the Closing Date.
In connection with the consummation of the Merger, all of the
directors and officers of the Company ceased to be directors or
officers of the Company at the Effective Time, and, at the
Effective Time, Daniel Hamilton, Daniel Kalms and Vanessa Martin
became the directors of the Company (as the surviving corporation),
and Daniel Kalms became the President of the Company (as the
surviving corporation). The departures of the former directors were
in connection with the Merger and not due to any disagreement with
the Company on any matter.
In relation to the completion of the Merger and pursuant to the
Merger Agreement, at the Effective Time, the certificate of
incorporation of the Company was amended and restated in its
entirety, and such amended and restated certificate of
incorporation became the certificate of incorporation of the
Company (as the surviving corporation). Immediately after the
Effective Time, the Company's bylaws were amended and restated in
their entirety by action of the Company's board of directors.
About Tellurian
Tellurian Inc., a Delaware corporation, is a Houston-based company
that is developing and plans to own and operate a portfolio of LNG
marketing and infrastructure assets that includes an LNG terminal
facility and related pipelines. The Driftwood terminal and related
pipelines are collectively referred to as the "Driftwood Project."
The Company also owns upstream natural gas assets. On Feb. 6, 2024,
the Company announced that it was exploring a sale of those assets.
As of Dec. 31, 2023, the Company's upstream natural gas assets
consist of 30,034 net acres and interests in 161 producing wells
located in the Haynesville Shale trend of northern Louisiana.
Tellurian reported a net loss of $166.18 million for the year ended
Dec. 31, 2023, compared to a net loss of $49.81 million for the
year ended Dec. 31, 2022. As of June 30, 2024, Tellurian had
$939.66 million in total assets, $384.88 million in total
liabilities, and $554.77 million in total stockholders' equity.
* * *
This concludes the Troubled Company Reporter's coverage of
Tellurian until facts and circumstances, if any, emerge that
demonstrate financial or operational strain or difficulty at a
level sufficient to warrant renewed coverage.
TERRAFORM LABS: Plan Exclusivity Period Extended to Nov. 1
----------------------------------------------------------
Judge Brendan Shannon of the U.S. Bankruptcy Court for the District
of Delaware extended Terraform Labs Pte. Ltd. ("TFL") and Terraform
Labs Limited's ("TLL") exclusive periods to file a plan of
reorganization and obtain acceptance thereof to November 1, 2024
and January 2, 2025, respectively.
As shared by Troubled Company Reporter, the Debtors explain that
these Chapter 11 Cases are undoubtedly complex. The Debtors are
actively involved in the wind down of their operations and seeking
to confirm their Plan, which incorporates the SEC Settlement and
will provide meaningful recoveries for the Debtors' creditors, if
confirmed. The number and breadth of the legal and logistical
challenges the Debtors are facing as part of the wind down process
and Plan confirmation are significant and contribute to the
complexity of the Chapter 11 Cases.
The Debtors claim that the nuances needed to complete actions to
wind down their operations require the Debtors' sophistication and
historical knowledge of the Debtors' business to liquidate the
business efficiently. Therefore, allowing other stakeholders to
propose a competing chapter 11 plan would cause unnecessary delay
in the wind down of the Debtors' business operations and
liquidation of the Debtors' estates, jeopardize the SEC Settlement
given the milestones in the SEC Settlement, significantly increase
the administrative claims against the Debtors' estates, and likely
result in lower recoveries available to creditors.
Undeniably, the Debtors have made tremendous progress in these
Chapter 11 Cases. The Plan, as proposed, embodies a comprehensive
settlement with the Debtors' key constituents, including the SEC,
implements an orderly wind down of the Debtors, and serves to
provide meaningful recoveries to the Debtors' stakeholders. The
Debtors, the Creditors' Committee, and the SEC have worked
collaboratively to construct the Plan and to discount such
accomplishments in these Chapter 11 Cases at this stage and allow
competing plans to be filed would be to ignore the hard fought
efforts of the Debtors and all parties involved.
Attorneys for the Debtors:
Zachary I. Shapiro, Esq.
RICHARDS, LAYTON & FINGER, P.A.
One Rodney Square, 920 North King Street
Wilmington, Delaware 19801
Tel: (302) 651-7700
Email: shapiro@rlf.com
Ronit Berkovich, Esq.
WEIL, GOTSHAL & MANGES LLP
767 Fifth Avenue
New York, New York 10153
Tel: (212) 310-8000
Email: ronit.berkovich@weil.com
About Terraform Labs
Terraform Labs Limited's parent is Terraform Labs Pte. Ltd., a
software development company. Its Parent's primary business purpose
is to develop and support (i) software used to create and run the
current Terra blockchain network, which was started in May 2022,
and (ii) an entire suite of tools, protocols, and applications that
operate on the Terra Blockchain, making transactions on the network
easier, faster, and more user friendly.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 24-11481) on July 1,
2024, with $100 million to $500 million in assets and $0 to $50,000
in liabilities. Chris Amani, Head of Company Operations of
Terraform Labs Pte. Ltd., Director of Terraform Labs Limited,
signed the petition.
The Debtor tapped RICHARDS, LAYTON & FINGER, P.A., as local
counsel; WEIL, GOTSHAL & MANGES LLP as attorney; DENTONS US LLP as
special litigation counsel; WONGPARTNERSHIP LLP as special foreign
counsel; and ALVAREZ & MARSAL NORTH AMERICA, LLC as financial
advisor.
TRUE VALUE: Lays Off Luzerne County Workers After Chapter 11 Filing
-------------------------------------------------------------------
Yolany Maldonado of 16abc reports that a 75-year-old company
announced on Thursday, October 17, 2024, that it has filed for
bankruptcy, leading to anticipated layoffs in Luzerne County.
According to a state website, approximately 269 employees at True
Value on Tradeport Road in Hanover Township will be laid off from
December 14 to December 28, 2024.
The company has reached an agreement to sell all its business
operations to Do it Best.
"We believe that entering this process with an agreed offer from Do
it Best, which has a similar long-standing history in the home
improvement industry and focuses on supporting its members and
fostering their growth, is the best next step for True Value, as
well as for our associates, customers, and vendor partners," stated
Chris Kempa, True Value's Chief Executive Officer. "We appreciate
the continued loyalty of these valued stakeholders as we work
toward a stronger future for True Value."
True Value plans to maintain its daily operations, serving 4,500
independently owned retailers.
The company anticipates that the sale will be finalized by the end
of the year.
About True Value Company
True Value Company, headquartered in Chicago, is one of the world's
leading hardlines wholesalers with over 75 years of experience.
True Value Company has an international network of 4,500
independently owned and operated stores that are committed to
providing customers exceptional products and expert guidance for
their DIY and home maintenance projects.
True Value Company, L.L.C. and certain of its affiliates initiated
voluntary Chapter 11 proceedings (Bankr. D. Del. Lead Case No.
24-12337) on October 14, 2024. True Value estimated total assets of
$100 million to $500 million and liabilities of $500 million to $1
billion as of the bankruptcy filing.
Skadden, Arps, Slate, Meagher & Flom LLP; Glenn Agre Bergman &
Fuentes LLP; and Young Conaway Stargatt & Taylor, LLP, are serving
as legal counsel, M3 Partners, LP, is serving as financial advisor;
and Houlihan Lokey is serving as investment banker to the Company.
Omni Agent Solutions is the claims agent.
UNIFI INC: Egan-Jones Lowers Senior Unsecured Ratings to B
----------------------------------------------------------
Egan-Jones Ratings Company on October 9, 2024, downgraded the
foreign currency and local currency senior unsecured ratings on
debt issued by Unifi, Inc. to B from B+. EJR also withdrew rating
on commercial paper issued by the Company.
Headquartered in Greensboro, North Carolina, Unifi, Inc. textures
polyester and nylon filament fiber to produce polyester and nylon,
dyed, and spandex yarns covered with nylon and polyester.
UROGEN PHARMA: Christopher Degnan Takes Over as New CFO
-------------------------------------------------------
UroGen Pharma Ltd. disclosed in a Form 8-K Report filed with the
U.S. Securities and Exchange Commission that the Company and Don
Kim entered into a separation and consulting agreement, pursuant to
which Mr. Kim resigned from his positions as the Company's Chief
Financial Officer, principal financial officer and principal
accounting officer, effective October 8, 2024.
Pursuant to the Separation Agreement, Mr. Kim has agreed to provide
consulting services to the Company on a part-time basis through
April 28, 2025 (the "Consulting Period") in exchange for a cash
payment of $36,260. Mr. Kim's outstanding equity awards as of the
Effective Date will also remain eligible for continued vesting
during the Consulting Period.
In addition, subject to Mr. Kim providing the Company with an
effective release and waiver of claims and complying with his
obligations under the Separation Agreement, Mr. Kim will be
entitled to receive:
(i) the equivalent of nine months of Mr. Kim's base salary in
effect as of the Effective Date, paid as salary continuation over
nine months,
(ii) a lump sum payment equal to $217,590, which is equal to
Mr. Kim's target performance bonus for 2024, and
(iii) reimbursement for COBRA premiums for up to nine months
following the Effective Date.
Following Mr. Kim's resignation, the Company appointed Christopher
Degnan as the Company's Chief Financial Officer, principal
financial officer and principal accounting officer, effective on
the Effective Date.
Prior to joining the Company, Christopher Degnan, age 45, served as
the Chief Financial Officer of Galera Therapeutics, Inc., a
publicly traded biopharmaceutical company focused on oncology, from
October 2019 to August 2024. Prior to Galera, Mr. Degnan served as
the Chief Financial Officer of Verrica Pharmaceuticals Inc., a
publicly traded biotechnology company focused on medical
dermatology, from March 2018 to October 2019. Prior to Verrica, Mr.
Degnan held roles of increasing responsibility at Endo
International plc, a generics and specialty branded pharmaceutical
company, beginning in November 2014. At Endo, Mr. Degnan's most
recent roles were as the Vice President of Finance, Corporate FP&A
and International Pharmaceuticals Segment Chief Financial Officer
from December 2016 to March 2018. Prior to that, he served as the
Vice President of Finance, Chief Financial Officer for Endo's U.S.
Branded Pharmaceuticals segment from March 2016 to December 2016,
and as the Senior Finance Director, U.S. Branded Pharmaceuticals
from November 2014 to March 2016. Prior to joining Endo, Mr. Degnan
held roles of increasing responsibility at AstraZeneca plc, a
global biopharmaceutical company, beginning in 2004, culminating
with service as the Senior Finance Director, U.S. Commercial
Finance from July 2013 to November 2014. Mr. Degnan is a Certified
Public Accountant in the State of Pennsylvania (voluntary inactive
status) and holds a B.B.A. degree in Accountancy from the
University of Notre Dame.
In connection with his appointment as the Company's Chief Financial
Officer, the Company and Mr. Degnan entered into an Executive
Employment Agreement on October 7, 2024. Pursuant to the Employment
Agreement, Mr. Degnan is entitled to an initial annual base salary
of $500,000. Mr. Degnan is also eligible to receive an annual
discretionary performance bonus, with a target bonus percentage of
50% of Mr. Degnan's base salary, pro-rated in the case of a partial
calendar year.
Pursuant to the Employment Agreement, on the Effective Date, Mr.
Degnan was granted:
(i) an option to purchase 74,142 of the Company's ordinary
shares, par value NIS 0.01, with an exercise price of $13.11, and
(ii) 13,450 restricted stock units of the Company.
The Equity Awards will vest over three years as follows: 1/3rd of
the total shares subject to the Equity Awards will vest on the
first anniversary of the Effective Date, and 1/3rd of the total
shares subject to the Equity Awards will vest annually thereafter
for the remaining two years, subject to Mr. Degnan's continuous
service. The Equity Awards were granted under the Company's 2019
Inducement Plan, as amended. In addition, Mr. Degnan will be
eligible for future equity awards under the Company's 2017 Equity
Incentive Plan, as approved by the Company's Board of Directors (or
a committee thereof) in its sole discretion.
Under the terms of the Employment Agreement, if Mr. Degnan's
employment is terminated by the Company without cause, by Mr.
Degnan for good reason or by reason of Mr. Degnan's death or
disability, he is entitled to receive:
(i) payment of the equivalent of six months of Mr. Degnan's
base salary in effect as of the date of Mr. Degnan's employment
termination, paid as salary continuation over six months,
(ii) a pro-rata bonus through the date of termination, which
bonus shall be paid only to the extent earned based on actual
Company performance, not to exceed 50% of Mr. Degnan's base salary
previously earned in the partial calendar year (with any individual
performance component deemed achieved) on the date in the year
following termination on which bonuses are paid to other senior
executives of the Company (but in any event prior to March 15th of
such year),
(iii) any annual bonus earned with respect to the year preceding
the year of termination, if not already paid by the date of
termination,
(iv) accelerated vesting of any of Mr. Degnan's unvested Equity
Awards, such that 8.33% of the total shares subject to the
restricted stock units and options held by Mr. Degnan shall be
deemed immediately vested and exercisable as of Mr. Degnan's last
day of employment, and
(v) reimbursement for COBRA premiums for up to six months
following the date of termination.
In addition, in connection with an acquisition of the Company where
Mr. Degnan's employment is terminated without cause, or he resigns
for good reason, in either case within three months prior to, or 24
months following the close of such acquisition, Mr. Degnan shall be
entitled to the following benefits:
(i) a lump sum payment equal to the sum of (a) 12 months of
his then-current annual base salary and (b) 100% of his
then-current target bonus;
(ii) reimbursement for COBRA premiums for up to 12 months
following the date of termination; and
(iii) the vesting acceleration of all equity awards granted to
Mr. Degnan, such that 100% of the then-unvested shares subject to
his equity awards will be deemed vested and exercisable as of Mr.
Degnan's last day of employment.
The severance benefits described in the foregoing paragraph are
subject to Mr. Degnan's compliance with continuing obligations to
the Company and his providing the Company with an effective release
and waiver of claims.
About UroGen Pharma Ltd.
Headquartered in Princeton, N.J., UroGen Pharma Ltd. --
http://www.urogen.com-- is a biotechnology company dedicated to
developing and commercializing innovative solutions that treat
urothelial and specialty cancers. The Company has developed RTGel
reverse-thermal hydrogel, a proprietary sustained release,
hydrogel-based technology that has the potential to improve
therapeutic profiles of existing drugs. The Company's technology is
designed to enable longer exposure of the urinary tract tissue to
medications, making local therapy a potentially more effective
treatment option.
Florham Park, N.J.-based PricewaterhouseCoopers LLP, the Company's
auditor since 2020, issued a "going concern" qualification in its
report dated March 14, 2024, citing that the Company has incurred
losses and experienced negative operating cash flows since its
inception that raise substantial doubt about its ability to
continue as a going concern.
UroGen Pharma reported net losses of $102.2 million and $109.8
million for the years ended December 31, 2023, and 2022,
respectively. As of June 30, 2024, UroGen Pharma had $281.8 million
in total assets, $251.5 million in total liabilities, and $30.3
million in total stockholders' equity.
VENUS CONCEPT: Masters Capital Mgmt. Ceases To Be 5% Shareholder
----------------------------------------------------------------
Masters Capital Management, LLC disclosed in a Joint Schedule 13D
Report filed with the U.S. Securities and Exchange Commission that
as of October 4, 2024, the firm and Michael Masters -- beneficially
owned shares of Venus Concept Inc.'s common stock.
As of the date of the Amendment No. 5 to Schedule 13D:
(i) Michael Masters may be deemed to be the beneficial owner
of 168,229 shares of Common Stock or 2.3% of the shares of Common
Stock of the Issuer, and
(ii) MCM may be deemed to be the beneficial owner of 111,158
shares of Common Stock or 1.5% of the shares of Common Stock of the
Issuer, in each case based upon the 7,255,277 shares of Common
Stock outstanding as of August 7, 2024, following the sale of
Common Stock of the Reporting Persons.
As of October 8, 2024, the Reporting Persons have each ceased to be
the beneficial owner of more than 5% of the Common Stock of the
Issuer. Consequently, this is the final amendment to the Schedule
13D and constitutes an "exit filing" for the Reporting Persons.
A full-text copy of the SEC Report is available at:
https://tinyurl.com/3rkxfytr
About Venus Concept
Toronto, Ontario-based Venus Concept Inc. is an innovative global
medical technology company that develops, commercializes, and
delivers minimally invasive and non-invasive medical aesthetic and
hair restoration technologies and related services. The Company's
systems have been designed on cost-effective, proprietary, and
flexible platforms that enable the Company to expand beyond the
aesthetic industry's traditional markets of dermatology and plastic
surgery, and into non-traditional markets, including family
medicine and general practitioners and aesthetic medical spas.
Toronto, Canada-based MNP LLP, the Company's auditor since 2019,
issued a "going concern" qualification in its report dated April 1,
2024, citing that the Company has reported recurring net losses and
negative cash flows from operations that raise substantial doubt
about its ability to continue as a going concern.
Venus Concept reported a net loss of $37.1 million for the year
ended December 31, 2023, compared to a net loss of $43.6 million
for the year ended December 31, 2022. As of June 30, 2024, the
Company had $79.8 million in total assets, $75.4 million in total
liabilities, $662,000 in non-controlling interests, and $3.7
million in total stockholders' equity.
VEROBLUE FARMS: Cassel Can Assert Attorney-Client Privilege
-----------------------------------------------------------
In the case captioned as VEROBLUE FARMS USA, INC., ET AL.,
Plaintiff vs. CASSELS BROCK & BLACKWELL LLP, Defendant, Adversary
No. 19-09015 (Bankr. N.D. Iowa), Chief Judge Thad J. Collins of the
United States Bankruptcy Court for the Northern District of Iowa
ruled on two pending attorney-client privilege issues:
(1) whether the attorney-client privilege has properly been
asserted at all; and
(2) whether Cassels' actions, including failing to file a proper
privilege log, have waived the privilege.
This is a core proceeding under 28 U.S.C. Sec. 157(b)(2).
VBF is a fish farming operation that filed for Chapter 11
bankruptcy on September 21, 2019. Cassels is a Canadian law firm.
VBF filed this adversary proceeding on March 27, 2019 against
Cassels.
VBF argues that Cassels cannot assert the attorney-client privilege
because the privilege belongs to the client -- and no client has
asserted it.
VBF argues that because no client has asserted the privilege --
only VBF Canada's lawyers (Cassels) have -- the privilege has not
been properly asserted.
VBF's argument incorrectly assumes that the attorney may not assert
the privilege on the client's behalf, the Court finds.
Judge Collins says, "Here, there is no dispute that Cassels did
work for VBF Canada, that the privilege attached to those
communications, that it 'permanently protected' those
communications, and that VBF Canada has not waived that protection.
Thus, the Court concludes that Cassels has properly asserted the
attorney-client privilege."
Cassels can and did assert the privilege -- and thus can also waive
it.
VBF next argues that Cassels, through both its affirmative conduct
and its failure to act in this case, has waived the attorney-client
privilege. Cassels responds by asserting that "Debtors' recognition
that the attorney-client privilege belongs to the client and not to
Cassels" means Cassels could never waive the privilege, and thus
"renders the remainder of Debtors' Brief seeking to turn an alleged
discovery violation into dispositive relief without support and no
further response is necessary."
The Court rejects this simplistic argument. Cassels can and did
assert the privilege -- and thus can also waive it, the Court
concludes.
The attorney-client privilege may be expressly or impliedly waived.
The Court previously found that Cassels had impliedly waived the
privilege by failing to comply with the Court's February 21, 2020
discovery order -- in particular by failing to provide a privilege
log to accompany the assertion of the privilege.
A court may rescind an earlier finding of waiver in the event that
an adequate privilege log is provided.
The privilege log has now been provided, and the Court hereby
rescinds its ruling of contempt and waiver for failing to file the
log previously.
It is therefore ordered that the evidentiary hearing will proceed
on December 2, 2024.
A copy of the Court's decision dated October 18, 2024, is available
at https://urlcurt.com/u?l=zbexC7
About Veroblue Farms USA
Headquartered in Webster City, Iowa, VeroBlue Farms USA, Inc. --
http://verobluefarms.com/-- operates a fish farm specializing in
Barramundi, a freshwater fish found in the Indo-Pacific waters of
Australia. It created an innovative aquaculture system that
utilizes the natural elements of air, water and care.
VeroBlue Farms USA, Inc., VBF Operations Inc., VBF Transport Inc.,
VBF IP Inc., and Iowa's First Inc. sought protection under Chapter
11 of the Bankruptcy Code (Bankr. N.D. Iowa Lead Case No. 18-01297)
on Sept. 21, 2018. In the petitions signed by Norman McCowan,
president, VeroBlue estimated assets of less than $50,000 and
liabilities of $50 million to $100 million.
The Debtors tapped Elderkin & Pirnie, PLC and Ag & Business Legal
Strategies, P.C. as their legal counsel; and Alex Moglia and his
firm Moglia Advisors as chief restructuring officer.
The Office of the U.S. Trustee appointed an official committee of
unsecured creditors on Oct. 24, 2018. The Committee retained
Goldstein & McClintock LLLP as its counsel.
VERRICA PHARMA: Board Resignation Triggers Nasdaq Non-Compliance
----------------------------------------------------------------
Verrica Pharmaceuticals Inc. disclosed in a Form 8-K Report filed
with the U.S. Securities and Exchange Commission that on October 2,
2024, Craig Ballaron, a member of the Board of Directors of the
Company, notified the Company that he was resigning from the Board
and all committees of the Board, effective immediately.
On October 3, 2024, the Company notified the Nasdaq Stock Market,
LLC of Mr. Ballaron's resignation. As a result of Mr. Ballaron's
resignation, the Company is temporarily not in compliance with the
continued listing requirements as set forth in Nasdaq Listing Rules
5605(b)(1) regarding the composition of the Company's Board because
a majority of the Board is not comprised of Independent Directors
(as defined in Nasdaq Listing Rule 5605(a)(2)). The Company has
determined to rely on the cure periods set forth in Listing Rules
5605(b)(1)(A) of the Nasdaq Listing Rules with respect to the
composition of its Board.
On October 7, 2024, in connection with Mr. Ballaron's resignation,
the Board appointed Diem Nguyen to serve as a member of the Audit
Committee of the Board, effective immediately.
On October 8, 2024, the Company received a response letter from
Nasdaq acknowledging the Company's non-compliance with Listing Rule
5605. The Nasdaq letter further provided that consistent with
Listing Rules 5605(b)(1)(A), Nasdaq will provide the Company with a
cure period in order to regain compliance until the earlier to
occur of:
(i) its next annual stockholders meeting or October 2, 2025;
or
(ii) if the next annual shareholders' meeting is held before
March 31, 2025, then the Company must evidence compliance no later
than March 31, 2025.
The Company expects to regain compliance with Listing Rule 5605
prior to the expiration of the cure period provided by Nasdaq.
About Verrica Pharmaceuticals
West Chester, Pa.-based Verrica Pharmaceuticals Inc. is a
dermatology therapeutics company developing and selling medications
for skin diseases requiring medical intervention.
As of March 31, 2024, the Company had $66.3 million in total
assets, $64.8 million in total liabilities, and $1.5 million in
total stockholders' equity.
Going Concern
The Company cautioned in Form 10-Q Report for the quarterly period
ended March 31, 2024, that substantial doubt exists about its
ability to continue as a going concern.
The Company has incurred substantial operating losses since
inception and expects to continue to incur significant losses for
the foreseeable future and may never become profitable. As of March
31, 2024, the Company had an accumulated deficit of $250.8 million.
For the three months ended March 31, 2024, and 2023, the Company
reported net losses of $20.3 million and $6.6 million,
respectively. The Company plans to secure additional capital in the
future through equity or debt financings, partnerships, or other
sources to carry out its planned commercial and development
activities. If the Company is unable to raise capital when needed
or on attractive terms, it would be forced to delay, reduce, or
eliminate its future commercialization efforts or research and
development programs.
VERTEX ENERGY: Successfully Starts Up Mobile Refinery Hydrocracker
------------------------------------------------------------------
Vertex Energy, Inc. announced the successful start-up of the
Mobile, Alabama refinery hydrocracker in conventional service, and
initial production volumes of higher-value finished products for
the fourth quarter 2024.
The hydrocracker reconversion project began following the
completion of final processing of renewable feedstock inventories
and was executed as part of a previously planned catalyst and
maintenance turnaround. The project was completed on time and on
budget with zero OSHA recordable injuries. In conventional service,
the Mobile Refinery's hydrocracker utilizes vacuum gas oil as
feedstock to produce additional volumes of higher-value refined
products, including gasoline and diesel. In line with the
previously stated plan, the Mobile refinery has preserved renewable
fuels production capabilities, should future market conditions
warrant.
"Once again, the team has demonstrated operational excellence in
safely and in successfully redeploying the asset back into
conventional service, while maintaining future renewable
optionality to support energy transition demand," said Benjamin P.
Cowart, President and CEO of Vertex Energy, who continued, "With
this key asset shift safely executed, our focus continues on
further optimization of the business in pursuit of sustained
performance and longer-term growth."
About Vertex Energy
Vertex Energy, Inc., together with its subsidiaries, is an energy
transition company and marketer of refined products and renewable
fuels in Houston.
Vertex Energy filed its voluntary petition for relief under Chapter
11 of the Bankruptcy Code (Bankr. S.D. Texas Lead Case No.
24-90507) on September 24, 2024, listing $772,368,000 in assets and
$642,819,000 in liabilities. The petitions were signed by R. Seth
Bullock as chief restructuring officer.
Judge Christopher M. Lopez oversees the case.
Jason G. Cohen, Esq., at Bracewell, LLP represents the Debtors as
counsel.
WENDT COMMUNICATION: Gets Interim OK to Use Cash Collateral
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Pennsylvania,
Harrisburg Division granted Wendt Communication Partners, LLC
authorization to use cash collateral on an interim basis.
Wendt has $109,308.36 in cash collateral comprised of deposits and
accounts receivable in which IDEA247, Inc. and TD Bank, NA have
interests. The company sought to use this cash to maintain business
operations, cover expenses, and set aside fees for the Subchapter V
Trustee.
The court authorized the interim use of the cash collateral,
effective Oct. 1, in accordance with the company's budget. As part
of the order, Wendt must make adequate protection payments of
$3,141 to IDEA and $1,571 to TD Bank. Additionally, the company
must grant replacement liens on deposit accounts and receivables to
secure the interests of creditors in the cash collateral.
The court scheduled a final hearing on Oct. 29. Objections are due
by Oct. 28.
About Wendt Communication Partners
Wendt Communication Partners, LLC, a company in Mechanicsburg, Pa.,
offers tailored solutions for companies across the
business-to-business marketplace.
Wendt Communication Partners filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. M.D. Pa. Case No.
24-02511) on October 1, 2024, with $100,000 to $500,000 in assets
and $1 million to $10 million in liabilities. William Douglas
Wendt, chief executive officer and corporate representative, signed
the petition.
Judge Henry W. Van Eck handles the case.
The Debtor is represented by J. Christian Dennery, Esq., at
Dennery, PLLC.
WILLIAMS INDUSTRIAL: Court Okays Liquidating Plan Vote
------------------------------------------------------
Rick Archer of Law360 Bankruptcy Authority reports that a Delaware
bankruptcy judge authorized Williams Industrial Services Group to
send its Chapter 11 liquidation plan to creditors for a vote, ahead
of a December 2024 hearing for plan approval.
About Williams Industrial
Williams Industrial Services Group (NYSE American: WLMS) --
http://www.wisgrp.com/-- is a provider of infrastructure related
services to blue-chip customers in energy and industrial end
markets, including a broad range of construction maintenance,
modification, and support services.
William Industrial and 13 of its affiliates sought relief under
Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No.
23-10961) on July 22, 2023. In the petition filed by its president
and CEO, Tracy D. Pagliara, William Industrial reported total
assets of $114,461,000 and total liabilities of $89,831,000 as of
March 31, 2023.
The Hon. Thomas Horan oversees the cases.
The Debtors tapped Thompson Hine LLP as bankruptcy counsel; and
Chipman Brown Cicero & Cole LLP as local bankruptcy counsel. G2
Capital Advisors LLC is the financial advisor to the Debtors,
Greenville & Co. Inc is the investment banker, while Epiq
Bankruptcy Solutions LLC is the notice and claims agent.
The U.S. Trustee for Regions 3 and 9 appointed an official
committee to represent unsecured creditors in the Debtors' Chapter
11 cases. The committee tapped Lowenstein Sandler, LLP as lead
bankruptcy counsel, Morris James, LLP as Delaware counsel, and
Dundon Advisers, LLC as financial advisor.
WILLIAMSBURG BOUTIQUE: Brooklyn Property Sold to Bankwell Bank
--------------------------------------------------------------
Williamsburg Boutique LLC received the green light from the U.S.
Bankruptcy Court for the Southern District of New York to sell its
property located at 80 Ainslie Street, Brooklyn, New York in an
auction.
The Property consists of a flag lot that is 59 feet wide and 100
feet deep on Ainslie Street, with a five-story building that is 80%
complete. The Property is zoned for mixed residential/commercial
use, and is fully insured, secured, and maintained.
The Court has determined that the Debtor marketed the Property and
conducted the sale process in compliance with the Bid Procedures
Order, and has afforded all potential bidders a full, fair, and
reasonable opportunity to perform due diligence on the Debtor and
the Property.
The Court indicated that the consummation of the sale is in the
best interests of the Debtor, its creditors, its estate and other
parties in interest
Accordingly, the Debtor is authorized to sell the Property to
Bankwell Properties, Inc., as designee of Bankwell Bank, and
consummate the Sale in accordance with the Successful Bid.
The Court also recognized the Bank's ability to credit bid in
accordance with the Bid Procedures, which reflects the Bank's
reliance on the Order to provide it to the greatest extent
possible.
About Williamsburg Boutique LLC
Williamsburg Boutique LLC is a Single Asset Real Estate (as defined
in 11 U.S.C. Section 101(51B)). Williamsburg Boutique owns real
property located at 80 Ainslie Street, Brooklyn, NY valued at $15.7
million.
Williamsburg Boutique LLC, based in Bedford Hills, NY, filed its
voluntary petition for Chapter 11 protection (Bankr. S.D. Texas
Case No. 23-22587) on August 7, 2023, listing $15,700,000 in assets
and $18,227,723 in liabilities. Juda Klein as manager, signed the
petition.
The Honorable Kyu Young Paek presides over the case.
Jonathan S. Pasternak, Esq., at DAVIDOFF HUTCHER & CITRON LLP,
serves as the Debtor's counsel.
ZELIS PAYMENTS: Moody's Cuts CFR to B2, Outlook Stable
------------------------------------------------------
Moody's Ratings downgraded Zelis Payments Buyer, Inc.'s Corporate
Family Rating to B2 from B1, Probability of Default Rating to B2-PD
from B1-PD, and the ratings on the existing backed senior secured
first lien term loan B2 and backed senior secured first lien
revolving credit facility to B2 from B1. Concurrently, Moody's
assigned a B2 rating to the proposed backed senior secured first
lien term loan B due 2031. The outlook remains stable.
The ratings downgrade reflects the sharp increase in leverage
following the debt-funded shareholder distribution. Zelis has
launched a $2,100 Term Loan B due 2031 with the proceeds, along
with cash on balance sheet, expected to fund a $2,611 million
shareholder distribution. Concurrent with the term loan issuance,
Zelis has upsized its revolving credit facility to $450 million
from $200 million. Leverage will more than double pro forma the
transaction, to approximately 7.0x, but Moody's expect leverage to
decline into the mid 5.0x range over the next 12-18 months. Moody's
also expect Zelis to maintain very good liquidity with continued
strong positive free cash flow.
The stable outlook reflects Moody's view that leverage will trend
to below 6.0x and that the company will continue to generate strong
positive free cash flow.
Governance risk considerations are material to the rating action,
reflecting an aggressive financial policy evidenced by the
company's high financial leverage following the shareholder
distribution.
RATINGS RATIONALE
Zelis' B2 CFR reflects its high financial leverage, with Moody's
adjusted debt/EBITDA approximately 7.0x as of June 30, 2024 pro
forma the term loan issuance, but good track record of
deleveraging. Moody's expect the company's robust pipeline of new
business, measured by new bookings, will support deleveraging with
debt to EBITDA trending into the mid 5.0x range over the next 12 to
18 months. Moody's believe that demographic trends, medical cost
inflation, and an increasingly complex U.S. healthcare system will
support continued demand for the company's services. The rating is
also supported by the company's very good liquidity. The rating is
constrained by the company's modest scale and niche business
offerings.
Moody's anticipate that Zelis will maintain very good liquidity
over the next 12 to 18 months. This reflects cash on hand of
approximately $100 million pro forma the shareholder distribution
(compared to $611 million at June 30, 2024), full availability on
the company's upsized $450 million revolver, and Moody's
expectation for continued strong free cash flow over the next 12-18
months despite higher interest expense tied to the new term loan.
There are no material debt maturities until 2029.
Zelis' backed senior secured first-lien debt (term loans and
revolver) is rated B2, the same as the CFR, as it represents the
preponderance of debt in the company's capital structure. The
co-borrowers under the credit facilities are Zelis Payments Buyer,
Inc. and Zelis Cost Management Buyer, Inc. Guarantors include
operating subsidiaries of both entities, as well as the
intermediate holding companies Zelis Payments Intermediate II, Inc.
and Zelis Cost Management Intermediate II, Inc. Security consists
of a first priority lien on all assets and pledge of the stock of
the borrowers and their subsidiaries.
Zelis' CIS-4 indicates the rating is lower than it would have been
if ESG risk exposure did not exist. Zelis has exposure to both
social risks (S-4) and governance considerations (G-4). The social
risk largely reflects the risk of potential legislative changes
that would reduce the demand for some of Zelis' services as a cost
and payment services manager. Zelis' exposure to governance
considerations reflects the company's aggressive financial policy
under private equity ownership evidenced by the company's history
of debt funded acquisitions and recent debt funded shareholder
distribution. This is partly mitigated by management's track record
of consistently exceeding budget.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Ratings could be upgraded if Zelis maintains very good liquidity,
including strong free cash flow generation, while demonstrating
conservative financial policies, including leverage reduction.
Specifically, the ratings could be upgraded if adjusted debt to
EBITDA is sustained below 5.0x. The rating could also be upgraded
if Zelis successfully increases scale and diversity of its service
offerings.
Ratings could be downgraded if the company's operating performance
suffers due to customer losses, new competitive entrants, or
failure to effectively manage its rapid growth, including
integration-related setbacks. The ratings could also be downgraded
if the company undertakes additional debt-financed dividends or
acquisitions that further increase leverage. Specifically, the
ratings could be downgraded if adjusted debt to EBITDA is sustained
over 6.0x or if liquidity were to erode.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
Zelis Payments Buyer, Inc. provides health care cost management and
payment services via contract arrangements between health insurance
companies, national and regional health plans and third party
administrators. The company offers cost management, pricing
guidelines and payment services. Zelis Payments Buyer, Inc. is
owned by Parthenon Capital, Bain Capital, founders and management.
Zelis Payments Buyer, Inc. generated approximately $1.6 billion of
revenues over the twelve months ended June 30, 2024.
ZION OIL: Extends Unit Option Program Until Dec. 31
---------------------------------------------------
Zion Oil and Gas, Inc. disclosed in a Form 8-K Report filed with
the U.S. Securities and Exchange Commission that the Company filed
with the Securities and Exchange Commission an Amendment No. 12 to
the Prospectus Supplement dated as of December 15, 2021 and
accompanying base prospectus dated December 1, 2021 relating to the
Company's Dividend Reinvestment and Direct Stock Purchase Plan. The
Prospectus forms a part of the Company's Registration Statement on
Form S-3 (File No. 333-261452), as amended, which was declared
effective by the SEC on December 15, 2021.
Amendment No. 12 – Continuation of Unit
Option under the Unit Program
Under Zion Oil and Gas, Inc.'s Dividend Reinvestment and Common
Stock Purchase Plan, it is extending the current Unit Option under
its Unit Program with this Amendment No. 12, dated October 9, 2024.
This Unit Option period began on November 6, 2023 and now
terminates on December 31, 2024, instead of October 15, 2024.
The Company said, "Our Unit Program consists of the combination of
Common Stock and warrants with basic Unit Program features,
conditions and terms outlined in the Original Prospectus Supplement
and Amendment No. 1 and Amendment No. 4. Amendment No. 4 provides
the unit price and the determination of the number of shares of
Common Stock and warrants per unit. The Unit Option consists of
Units of our securities where each Unit (priced at $250.00 each) is
comprised of (i) a certain number of shares of Common Stock
determined by dividing $250.00 (the price of one Unit) by the
average of the high and low sale prices of the Company's publicly
traded common stock as reported on the OTC Markets on the Unit
Purchase Date and (ii) Common Stock purchase warrants to purchase
an additional fifty (50) shares of Common Stock at a per share
exercise price of $0.25. The participant's Plan account will be
credited with the number of shares of the Company's Common Stock
and Warrants that are acquired under the Units purchased. Each
warrant affords the participant the opportunity to purchase one
share of our Common Stock at a warrant exercise price of $0.25. The
warrant shall have the Company notation of "ZNWBA" and will not be
registered for trading on the OTC Markets or any other stock market
or trading market."
Plan participants, who enroll into the Unit Program with the
purchase of at least one Unit and enroll in the separate Automatic
Monthly Investments program at a minimum of $50.00 per month, will
receive an additional 50 warrants at an exercise price of $0.25
during this Unit Option Program. The 50 additional warrants are for
enrolling into the AMI program and shall receive the above warrant
with the Company notation of "ZNWBA." Existing subscribers to the
AMI are entitled to the additional 50 warrants, if they purchase at
least one Unit during the Unit program.
The ZNWBA warrants will become exercisable on January 31, 2025 and
continue to be exercisable through January 31, 2026, unless
extended, at a per share exercise price of $0.25.
Checks, bank wire payments, or electronic bank payments for
purchases received by the Plan Agent, or at the offices of the
Company, before 4 p.m. (EST) on a business day generally will be
recorded as purchased on the same business day. Checks, bank wire
payments, or electronic bank payments for purchases received by the
Plan Agent, or at the offices of Company, after 4 p.m. (EST) on a
business day generally will be recorded as purchased on the next
business day for the Purchase Date. Electronic bank payments are
treated as received and recorded on the date of receipt of the
funds into the Plan Agent's or the Company's bank account. Under
the AMI program, all optional cash payments will be invested in our
Common Stock on the 20th day of each calendar month and if such day
falls on a holiday or a weekend, then on the next trading day.
Warrant Agent Agreement
Effective November 6, 2023, the Company executed a Warrant Agent
Agreement with Equiniti Trust Company, LLC (formerly American Stock
Transfer & Trust Company, LLC) as the Warrant Agent, for the
warrant notated as ZNWBA under the Unit Option Program beginning
November 6, 2023 as described under Amendment No. 4. Effective
December 20, 2023, January 29, 2024, February 26, 2024, March 25,
2024, April 24, 2024, May 29, 2024, August 22, 2024 and then on
October 9, 2024, the Company amended the Warrant Agent Agreement,
dated November 6, 2023.
About Zion Oil & Gas
Dallas, Texas-based Zion Oil & Gas is an oil and gas exploration
company with a history of 24 years of oil and gas exploration in
Israel, spanning approximately 75,000 acres under the Megiddo
Valleys License 434.
Las Vegas, Nevada-based RBSM LLP, the Company's auditor since 2018,
issued a "going concern" qualification in its report dated March
20, 2024, citing that the Company has suffered recurring losses
from operations and had an accumulated deficit that raises
substantial doubt about its ability to continue as a going
concern.
During the year ended December 31, 2023, Zion Oil & Gas incurred a
net loss of approximately $8 million. As of June 30, 2024, Zion Oil
& Gas had $28.81 million in total assets, $3.67 million in total
liabilities, and $25.14 million in total stockholders' equity.
[*] Stretto Acquires Chapter 11 Dockets
---------------------------------------
Stretto, a market-leading legal services and technology firm, has
further expanded its comprehensive suite of solutions by acquiring
Chapter 11 Dockets, a precedent research database and system
designed by corporate restructuring attorneys for corporate
restructuring attorneys. This acquisition is an important milestone
in the company's commitment to delivering innovative tools and
AI-powered enhancements across its diverse portfolio.
"Stretto remains on the forefront of bringing new efficiencies and
solutions to its corporate restructuring clients. We could not be
more pleased to bring on board the leading precedent research
provider to meet this goal," comments James Le, President and Chief
Operating Officer at Stretto. "We look forward to combining forces
and continuing our shared commitment to serving the corporate
bankruptcy community."
Chapter 11 Dockets provides a full suite of products and services
designed specifically for the needs of corporate bankruptcy
professionals. The platform currently serves professionals in all
large Chapter 11 cases. Its research database contains more than
five and a half million pleadings from over 4,000 of the nation's
largest Chapter 11 cases, with a comprehensive catalog of documents
dating back to the origination of electronic filing. The platform
also provides bankruptcy case filing alerts, custom key bankruptcy
event reports, and a daily newsletter of new current reports (Form
8-K filings with Securities and Exchange Commission).
"As both Chapter 11 Dockets and Stretto were founded by former
corporate restructuring attorneys, we share the same vision and
dedication to bringing optimized services to industry
professionals," Randall Reese, founder of Chapter 11 Dockets,
comments. "I look forward to collaborating with Stretto and
continuing to deliver innovative solutions to the corporate
bankruptcy market."
About Chapter 11 Dockets
Chapter 11 Dockets builds and operates legal and financial research
tools that are relied upon by the country's largest, most
sophisticated law firms, investment banks, and distressed
investors. Leveraging a database of more than five and a half
million court filings and proprietary algorithms, Chapter 11
Dockets allows the bankruptcy and restructuring communities to
harness the power of bankruptcy court information in ways not
previously imaginable. The company was founded by Randall Reese who
began his career as an associate in the Corporate Restructuring
practice of Skadden, Arps, Slate, Meagher & Flom. For more
information about Chapter 11 Dockets visit
https://www.chapter11dockets.com/
About Stretto
Stretto delivers a full spectrum of technology tools,
case-management services, and depository solutions to legal and
financial professionals. Offering a comprehensive suite of
corporate-restructuring and consumer-bankruptcy capabilities along
with multi-faceted deposit and disbursement services, Stretto
provides an unparalleled portfolio of solutions under the executive
leadership of industry veterans Eric Kurtzman and Jonathan Carson.
Stretto leverages deep-industry expertise and market insights to
facilitate every aspect of case and cash management for its
clients. For more information about Stretto, visit
http://www.stretto.com/
[^] Recent Small-Dollar & Individual Chapter 11 Filings
-------------------------------------------------------
In re L.C.S. Unlimited, LLC
Bankr. M.D. Ala. Case No. 24-32330
Chapter 11 Petition filed October 15, 2024
See
https://www.pacermonitor.com/view/RJMK4EA/LCS_Unlimited_LLC__almbke-24-32330__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Safaa Idyouss Kagan
Bankr. C.D. Cal. Case No. 24-11730
Chapter 11 Petition filed October 15, 2024
represented by: Giovanni Orantes, Esq.
THE ORANTES LAW FIRM, A.P.C.
Email: go@gobklaw.com
In re Lexxus LLC
Bankr. D. Colo. Case No. 24-16091
Chapter 11 Petition filed October 15, 2024
See
https://www.pacermonitor.com/view/A23XWZI/Lexxus_LLC__cobke-24-16091__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Farid Dallal
Bankr. S.D. Fla. Case No. 24-20636
Chapter 11 Petition filed October 15, 2024
represented by: Lucie Fleurimond, Esq.
In re The Blue Dog In Boca Inc.
Bankr. S.D. Fla. Case No. 24-20655
Chapter 11 Petition filed October 15, 2024
See
https://www.pacermonitor.com/view/AJGUYSA/The_Blue_Dog_In_Boca_Inc__flsbke-24-20655__0001.0.pdf?mcid=tGE4TAMA
represented by: Rachamin "Rocky" Cohen, Esq.
COHEN LEGAL SERVICES, PA
E-mail: rocky@lawcls.com
In re Jerry Joseph Pearce
Bankr. M.D. Ga. Case No. 24-10987
Chapter 11 Petition filed October 15, 2024
In re Bay Ridge Kickboxing LLC
Bankr. E.D.N.Y. Case No. 24-44247
Chapter 11 Petition filed October 15, 2024
See
https://www.pacermonitor.com/view/4BDBXZI/Bay_Ridge_Kickboxing_LLC__nyebke-24-44247__0001.0.pdf?mcid=tGE4TAMA
represented by: Gregory A. Flood, Esq.
GREGORY A FLOOD
E-mail: floodlaw@gmail.com
In re LaToya Bianca Flood
Bankr. S.D.N.Y. Case No. 24-36023
Chapter 11 Petition filed October 15, 2024
represented by: Arturo Tavarez, Esq.
In re Moty Schneck
Bankr. S.D.N.Y. Case No. 24-22881
Chapter 11 Petition filed October 15, 2024
represented by: Arturo Tavarez, Esq.
In re Janice Claire Virtue
Bankr. S.D.N.Y. Case No. 24-22878
Chapter 11 Petition filed October 15, 2024
represented by: Ana Vargas, Esq.
In re Tera Leigh Gore
Bankr. S.D. Ohio Case No. 24-54143
Chapter 11 Petition filed October 15, 2024
represented by: Paul Shaneyfelt, Esq.
In re Casablanca The Restaurant Corp
Bankr. C.D. Cal. Case No. 24-12633
Chapter 11 Petition filed October 16, 2024
See
https://www.pacermonitor.com/view/ZA56NGA/Casablanca_The_Restaurant_Corp__cacbke-24-12633__0001.0.pdf?mcid=tGE4TAMA
represented by: Andrew S. Bisom, Esq.
THE BISOM LAW GROUP
E-mail: abisom@bisomlaw.com
In re Glenoaks Group LLC
Bankr. C.D. Cal. Case No. 24-12641
Chapter 11 Petition filed October 16, 2024
See
https://www.pacermonitor.com/view/QQ3YLJA/GLENOAKS_GROUP_LLC__cacbke-24-12641__0001.0.pdf?mcid=tGE4TAMA
represented by: Matthew Abbasi, Esq.
ABBASI LAW CORPORATION
E-mail: matthew@malawgroup.com
In re Triarch LLC
Bankr. C.D. Cal. Case No. 24-12642
Chapter 11 Petition filed October 16, 2024
See
https://www.pacermonitor.com/view/QY7MOHA/TRIARCH_LLC__cacbke-24-12642__0001.0.pdf?mcid=tGE4TAMA
represented by: Matthew Abbasi, Esq.
ABBASI LAW CORPORATION
E-mail: matthew@malawgroup.com
In re Martin Kacin and Laura C Kacin
Bankr. N.D. Cal. Case No. 24-51568
Chapter 11 Petition filed October 16, 2024
represented by: Joan Chipser, Esq.
In re Michael J. Weiss, Inc.
Bankr. D.N.J. Case No. 24-20249
Chapter 11 Petition filed October 16, 2024
See
https://www.pacermonitor.com/view/2ZEBKDI/Michael_J_Weiss_Inc__njbke-24-20249__0001.0.pdf?mcid=tGE4TAMA
represented by: Scott D. Sherman, Esq.
MINION & SHERMAN
E-mail: ssherman@minionsherman.com
In re John F Fulcher
Bankr. W.D. Tenn. Case No. 24-11365
Chapter 11 Petition filed October 16, 2024
represented by: C. Jerome Teel Jr., Esq.
In re Sassy Medchill LLC
Bankr. E.D. Tex. Case No. 24-42447
Chapter 11 Petition filed October 16, 2024
See
https://www.pacermonitor.com/view/QZVQIQA/Sassy_Medchill_LLC__txebke-24-42447__0001.0.pdf?mcid=tGE4TAMA
represented by: Robert C Lane, Esq.
THE LANE LAW FIRM
E-mail: notifications@lanelaw.com
In re Shane A. Dibble and Tabitha Dibble
Bankr. E.D. Wisc. Case No. 24-25497
Chapter 11 Petition filed October 16, 2024
represented by: Daniel J. McGarry, Esq.
KREKELER LAW, S.C.
E-mail: dmcgarry@ks-lawfirm.com
In re 770 Woodrow LLC
Bankr. C.D. Cal. Case No. 24-18500
Chapter 11 Petition filed October 17, 2024
See
https://www.pacermonitor.com/view/S34JQ5Q/770_WOODROW_LLC__cacbke-24-18500__0001.0.pdf?mcid=tGE4TAMA
represented by: Matthew Abbasi, Esq.
ABBASI LAW CORPORATION
E-mail: matthew@malawgroup.com
In re Markov Corporation
Bankr. M.D. Fla. Case No. 24-01575
Chapter 11 Petition filed October 17, 2024
See
https://www.pacermonitor.com/view/PYAHX4A/Markov_Corporation__flmbke-24-01575__0001.0.pdf?mcid=tGE4TAMA
represented by: Jonathan Bierfeld, Esq.
MARTIN LAW FIRM
E-mail:
jonathan.bierfeld@martinlawfirm.com
In re JosRod1 Inc
Bankr. S.D. Fla. Case No. 24-20729
Chapter 11 Petition filed October 17, 2024
See
https://www.pacermonitor.com/view/B2QSAOI/JOSROD1_Inc__flsbke-24-20729__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Brother's Keeper LLC
Bankr. D. Md. Case No. 24-18735
Chapter 11 Petition filed October 17, 2024
See
https://www.pacermonitor.com/view/AS6FRJY/Brothers_Keeper_LLC__mdbke-24-18735__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Jayson Kemp Manning
Bankr. D. Nev. Case No. 24-15434
Chapter 11 Petition filed October 17, 2024
In re Luciano Realty LLC
Bankr. D.N.J. Case No. 24-20311
Chapter 11 Petition filed October 17, 2024
See
https://www.pacermonitor.com/view/TNDYHHI/Luciano_Realty_LLC__njbke-24-20311__0001.0.pdf?mcid=tGE4TAMA
represented by: Melinda D. Middlebrooks, Esq.
MIDDLEBROOKS SHAPIRO, P.C.
E-mail:
middlebrooks@middlebrooksshapiro.com
In re 579 Chester Street LLC
Bankr. E.D.N.Y. Case No. 24-44282
Chapter 11 Petition filed October 17, 2024
See
https://www.pacermonitor.com/view/JGGZ6NI/579_Chester_Street_LLC__nyebke-24-44282__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Bar Life Inc.
Bankr. E.D.N.Y. Case No. 24-44303
Chapter 11 Petition filed October 17, 2024
See
https://www.pacermonitor.com/view/6FUVL5Y/BAR_LIFE_INC__nyebke-24-44303__0001.0.pdf?mcid=tGE4TAMA
represented by: Christal Cammock, Esq.
CHRISTAL A CAMMOCK PC
E-mail: christal@cammocklaw.com
In re Christopher Michael Conrad
Bankr. E.D.N.C. Case No. 24-03636
Chapter 11 Petition filed October 17, 2024
represented by: Danny Bradford, Esq.
In re TJ Everett Transport Services Inc.
Bankr. E.D.N.C. Case No. 24-03644
Chapter 11 Petition filed October 17, 2024
See
https://www.pacermonitor.com/view/DK4DA2I/TJ_Everett_Transport_Services__ncebke-24-03644__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Roy Sheridan
Bankr. D. V.I. Case No. 24-30003
Chapter 11 Petition filed October 17, 2024
In re Booth Excavating & Construction, LLC
Bankr. S.D. Ala. Case No. 24-12655
Chapter 11 Petition filed October 18, 2024
See
https://www.pacermonitor.com/view/53DDAWQ/Booth_Excavating__Construction__alsbke-24-12655__0001.0.pdf?mcid=tGE4TAMA
represented by: Vallee V. Connor, Esq.
HOLLINGER CONNOR, LLC
E-mail: vallee@hollingerconnor.com
In re Agustin Beriguete
Bankr. D. Conn. Case No. 24-20989
Chapter 11 Petition filed October 18, 2024
See
https://www.pacermonitor.com/view/RLQUSIA/Agustin_Beriguete__ctbke-24-20989__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Atlantic Home FL, LLC
Bankr. S.D. Fla. Case No. 24-20795
Chapter 11 Petition filed October 18, 2024
See
https://www.pacermonitor.com/view/THO3XRQ/Atlantic_Home_FL_LLC__flsbke-24-20795__0001.0.pdf?mcid=tGE4TAMA
represented by: Kevin Comer, Esq.
COMER LAW FIRM
E-mail: kevin@comer.work
In re Curtis Carl Burns
Bankr. S.D. Fla. Case No. 24-20791
Chapter 11 Petition filed October 18, 2024
represented by: Melissa Wilson, Esq.
In re Nakeitha C. Felder
Bankr. N.D. Ga. Case No. 24-11416
Chapter 11 Petition filed October 18, 2024
represented by: G. Nason, Esq.
In re Aneaka Ukah
Bankr. N.D. Ga. Case No. 24-61070
Chapter 11 Petition filed October 18, 2024
Filed Pro Se
In re Michael V Walker
Bankr. D. Idaho Case No. 24-40613
Chapter 11 Petition filed October 18, 2024
represented by: Matthew Christensen, Esq.
In re New Challenge Products, Inc.
Bankr. N.D. Ill. Case No. 24-15567
Chapter 11 Petition filed October 18, 2024
See
https://www.pacermonitor.com/view/4BMUGGQ/New_Challenge_Products_Inc__ilnbke-24-15567__0001.0.pdf?mcid=tGE4TAMA
represented by: David P. Lloyd, Esq.
DAVID P. LLOYD, LTD.
E-mail: courtdocs@davidlloydlaw.com
In re Ralph Haitian Market & Cruisine LLC
Bankr. S.D. Ind. Case No. 24-05628
Chapter 11 Petition filed October 18, 2024
See
https://www.pacermonitor.com/view/ZGSOFYI/Ralph_Haitian_Market__Cruisine__insbke-24-05628__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Seaview Avenue MB, LLC
Bankr. D.N.J. Case No. 24-20388
Chapter 11 Petition filed October 18, 2024
See
https://www.pacermonitor.com/view/RVKQCFQ/Seaview_Avenue_MB_LLC__njbke-24-20388__0001.0.pdf?mcid=tGE4TAMA
represented by: Bruce H. Levitt, Esq.
LEVITT & SLAFKES, P.C.
In re Bajan Foods, Inc.
Bankr. E.D.N.Y. Case No. 24-44312
Chapter 11 Petition filed October 18, 2024
See
https://www.pacermonitor.com/view/7NYG7OQ/Bajan_Foods_Inc__nyebke-24-44312__0001.0.pdf?mcid=tGE4TAMA
represented by: Ronald D. Weiss, Esq.
RONALD D. WEISS, P.C.
E-mail: weiss@ny-bankruptcy.com
In re CYT Maintenance LLC
Bankr. E.D. Pa. Case No. 24-13743
Chapter 11 Petition filed October 18, 2024
See
https://www.pacermonitor.com/view/YBH6JFI/CYT_MAINTENANCE_LLC__paebke-24-13743__0001.0.pdf?mcid=tGE4TAMA
represented by: David W. Tidd, Esq.
THE LAW OFFICE OF DAVID W. TIDD, PLLC
E-mail: bankruptcy@davidtiddlaw.com
In re C-9 Global LLC
Bankr. W.D. Wash. Case No. 24-12645
Chapter 11 Petition filed October 18, 2024
See
https://www.pacermonitor.com/view/2Z4NZTI/C-9_Global_LLC__wawbke-24-12645__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re JLA HealthCare Services, LLC
Bankr. N.D. Cal. Case No. 24-41664
Chapter 11 Petition filed October 19, 2024
See
https://www.pacermonitor.com/view/HKW4NII/JLA_HealthCare_Services_LLC__canbke-24-41664__0001.0.pdf?mcid=tGE4TAMA
represented by: Arasto Farsad, Esq.
FARSAD LAW OFFICE, P.C.
E-mail: Farsadlaw1@gmail.com
In re Timothy Allen Craig
Bankr. S.D. Ind. Case No. 24-05663
Chapter 11 Petition filed October 21, 2024
represented by: Weston Overturf, Esq.
In re 34 Drive Corp
Bankr. E.D.N.Y. Case No. 24-74017
Chapter 11 Petition filed October 21, 2024
See
https://www.pacermonitor.com/view/6OOFW6Q/34_Drive_Corp__nyebke-24-74017__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re JD Hilburn Ave LLC
Bankr. E.D.N.Y. Case No. 24-44339
Chapter 11 Petition filed October 21, 2024
See
https://www.pacermonitor.com/view/TWFZKXQ/JD_Hilburn_Ave_LLC__nyebke-24-44339__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Affluent Management Group LLC
Bankr. N.D. Tex. Case No. 24-33298
Chapter 11 Petition filed October 21, 2024
See
https://www.pacermonitor.com/view/5DP2Q6Q/Affluent_Management_Group_LLC__txnbke-24-33298__0001.0.pdf?mcid=tGE4TAMA
represented by: Joyce W. Lindauer, Esq.
JOYCE W. LINDAUER ATTORNEY, PLLC
E-mail: joyce@joycelindauer.com
In re Paul David Schultz
Bankr. E.D. Va. Case No. 24-11959
Chapter 11 Petition filed October 21, 2024
represented by: Tatiana Lazo, Esq.
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Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
is compiled on the Friday prior to publication. Prices reported
are not intended to reflect actual trades. Prices for actual
trades are probably different. Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
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public debt and equity securities about which we report.
Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets. At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled. Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets. A company may establish reserves on its balance sheet for
liabilities that may never materialize. The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.
On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts. The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.
Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.
Monthly Operating Reports are summarized in every Saturday edition
of the TCR.
The Sunday TCR delivers securitization rating news from the week
then-ending.
TCR subscribers have free access to our on-line news archive.
Point your Web browser to http://TCRresources.bankrupt.com/and use
the e-mail address to which your TCR is delivered to login.
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S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Philadelphia, Pa., USA.
Randy Antoni, Jhonas Dampog, Marites Claro, Joy Agravante,
Rousel Elaine Tumanda, Joel Anthony G. Lopez, Psyche A. Castillon,
Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and
Peter A. Chapman, Editors.
Copyright 2024. All rights reserved. ISSN: 1520-9474.
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are $25 each. For subscription information, contact Peter A.
Chapman at 215-945-7000.
*** End of Transmission ***